S-4

As filed with the Securities and Exchange Commission on July 5, 2007.

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

American Pacific Corporation	Delaware	2810	59-6490478
American Pacific Corporation	Nevada	2810	88-0204803
American Azide Corporation	Nevada	2892	88-0281154
Ampac Farms, Inc.	Nevada	0722	88-0304375
Ampac-ISP Corp.	Delaware	3764	47-0944429
Energetic Additives Inc., LLC	Nevada	N/A	42-1582765
Ampac Fine Chemicals LLC	California	2834	20-3451631
(Exact Name of Registrant as Specified in its Charter)	(State or other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

3770 Howard Hughes Parkway, Suite 300

Las Vegas, Nevada 89169

Telephone: (702) 735-2200

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Dana M. Kelley, Chief Financial Officer

3770 Howard Hughes Parkway, Suite 300

Las Vegas, Nevada 89169

Telephone: (702) 735-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service for each registrant)

Copies to:

­ ­

Liza Mark, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

Telephone: (415) 268-7000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Each Class	Amount to	Offering Price Per	Aggregate Offering	Amount of Registration
of Securities to be Registered	be Registered	Unit(1)	Price(1)	Fee
9% Senior Notes due 2015	$110,000,000	100%	$110,000,000	$3,377
Guarantees of the 9% Senior Notes due 2015(2)	$110,000,000	—	—	(3)

(1)	Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.
(2)	The 9% Senior Notes were issued by American Pacific Corporation, a Delaware corporation (“AMPAC”) and will be guaranteed by all of AMPAC’s existing and future material U.S. subsidiaries. Currently, all of AMPAC’s U.S. subsidiaries have guaranteed the 9% Senior Notes. No separate consideration will be received for the guarantees.
(3)	Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable with respect to the guarantees being registered hereby.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the SEC is effective. This prospectus is not an offer to sell nor is it soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 5, 2007

PROSPECTUS

American Pacific Corporation

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

American Pacific Corporation, a Delaware corporation, is offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to exchange an aggregate principal amount of up to $110,000,000 of our 9% senior notes due 2015 that have been registered under the Securities Act of 1933, as amended (which we refer to as the “exchange notes”) for an equal principal amount of our outstanding 9% senior notes due 2015. When we refer to “outstanding notes,” we are referring to our outstanding 9% senior notes due 2015. The exchange notes will represent the same debt as the outstanding notes and we will issue the exchange notes under the same indenture.

The exchange offer expires at 5:00 p.m., New York City time, on          , 2007, unless extended.

Terms of the Exchange Offer

u	The terms of the notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.
u	The exchange notes will be guaranteed on a senior unsecured basis by all of our existing and future material U.S. subsidiaries, as defined in the Indenture governing the exchange notes.
u	There is no existing public market for the outstanding notes or the exchange notes. We do not intend to list the exchange notes on any securities exchange or seek approval for quotation through any automated trading system.
u	You may withdraw your tender of notes at any time before the expiration of the exchange offer. We will exchange all of the outstanding notes that are validly tendered and not withdrawn before the exchange offer expires.
u	The exchange of notes will not be a taxable event for U.S. federal income tax purposes. For more details about the tax treatment of the exchange, see “Material U.S. Federal Income Tax Considerations” beginning on page 105 of this prospectus.
u	The exchange offer is not subject to any conditions other than that it not violate applicable law or any applicable interpretation of the Staff of the Securities and Exchange Commission and that we have obtained all necessary governmental approval for the consummation of the exchange offer and that there are no actions or proceedings in any court or by any governmental agency that should materially impair our ability to proceed with the exchange offer.
u	We will not receive any proceeds from the exchange offer.

See “Description of Exchange Notes” beginning on page 67 of this prospectus for more information about the exchange notes.

For a discussion of certain factors that you should consider before participating in this exchange offer, see “Risk Factors” beginning on page 14 of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2007

You should rely only on the information contained in or incorporated by reference into this prospectus or any other documents to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information in this prospectus or any document incorporated by reference is accurate as of any date other than the date of the document in which such information is contained or such other date referred to in such document, regardless of the time of any sale or issuance of a security. This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission, or the SEC. You should read this prospectus together with the registration statement, the exhibits thereto and the additional information described under the headings “Where You Can Find More Information.”

Until                 , 2008, all dealers that buy, sell or trade the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments and subscriptions. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities.

TABLE OF CONTENTS

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
INDUSTRY AND MARKET DATA; OTHER DATA		iv
NOTICE TO NEW HAMPSHIRE RESIDENTS		iv
TRADEMARKS		iv
WHERE YOU CAN FIND MORE INFORMATION		iv
INCORPORATION BY REFERENCE		v
PROSPECTUS SUMMARY		1
RISK FACTORS		14
THE EXCHANGE OFFER		30
USE OF PROCEEDS		39
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES		40
CAPITALIZATION		41
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		42
BUSINESS		46
DESCRIPTION OF OTHER INDEBTEDNESS		65
DESCRIPTION OF EXCHANGE NOTES		67
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		105
PLAN OF DISTRIBUTION		110
LEGAL MATTERS		111
EXPERTS		111
INFORMATION ON EXCHANGE OFFER		111
EXHIBIT 3.9
EXHIBIT 3.10
EXHIBIT 3.11
EXHIBIT 3.12
EXHIBIT 3.13
EXHIBIT 3.14
EXHIBIT 3.15
EXHIBIT 3.16
EXHIBIT 3.17
EXHIBIT 3.18
EXHIBIT 3.19
EXHIBIT 3.20
EXHIBIT 3.21
EXHIBIT 3.22
EXHIBIT 5.1
EXHIBIT 5.2
EXHIBIT 12.1
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 25.1
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.4
EXHIBIT 99.5
EXHIBIT 99.6

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should” or “will” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in or incorporated by reference into this prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in or incorporated by reference into this prospectus under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements.

Some of the key factors that could cause actual results to differ from our expectations include:

•   the risk of any reduction or changes in NASA or U.S. government military spending;

•   the loss of any one of our limited number of customers;

•   the failure of continued appropriations by Congress for our customers’ existing or future U.S. government contracts;

•   cost over-runs on our fixed price contracts;

•   termination of the U.S. government contracts by the government at its convenience;

•   any failure by us to comply with complex procurement regulations and environmental concerns;

•   the disruption of the supply of key raw materials;

•   failure to comply with our customers’ specification and manufacturing instructions or timing and delivery requirements;

•   the difficulty of successful commercialization or governmental approval for the pharmaceutical products that incorporate our fine chemical compounds, or a recall of such products;

•   delays in our manufacturing processes due to labor issues;

•   the ability to secure and maintain adequate liquidity to manage our operations;

•   the hazardous nature of our product;

•   our inability to adapt to rapid technological changes;

•   risks related to our substantial indebtedness;

•   any failure to comply with restrictive covenants in our debt and the cost of servicing such debt;

•   downgrades in our credit ratings; and

•   those other risks and uncertainties discussed under “Risk Factors” and elsewhere herein.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake and specifically decline any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

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The information in this prospectus is not a complete description of our business or the risks associated with an investment in our securities. Other factors may also affect the accuracy of these forward-looking statements and our actual results may differ materially from the results anticipated in such forward-looking statements. While it is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by us include, but are not limited to, those factors or conditions described under “Risk Factors.”

INDUSTRY AND MARKET DATA; OTHER DATA

In this prospectus, we may refer to information and statistics regarding the markets that we currently compete in or may compete in the future. Where possible, we obtained this information and statistics from third-party sources, such as independent industry publications, government publications or reports by market research firms. Additionally, we have supplemented third-party information where necessary with management estimates based on our review of internal surveys, information from our customers and vendors, trade and business organizations and other contacts in markets in which we operate, and our management’s knowledge and experience. However, these estimates are subject to change and are uncertain due to limits on the availability and reliability of primary sources of information and the voluntary nature of the data gathering process. As a result, you should be aware that industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM SECURITIES ACT WITH THE STATE OF NEW HAMPSHIRE, NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE, CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

TRADEMARKS

We own or have the rights to various trademarks and trade names used in our business, including AMPAC^tm, AFC^tm and Halotron^®, SEP^tm, OdorMaster^®, ChlorMaster^®, PEPCON^®, Exceeding Customer Expectations^®, and Polyfox^®. This prospectus also includes trade names and trademarks of other companies. Our use or display of other parties’ trade names, trademarks or products is not intended to and does not imply a relationship with, or endorsement or sponsorship of us by, the trade name or trademark owners.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the SEC under the Securities Act of 1933, as amended (the “Securities Act”) that registers the offer, issuance and sale of the exchange notes covered by this prospectus. The registration statement, including the attached exhibits, contains additional relevant information about us.

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The rules and regulations of the SEC allow us to omit some information included in the registration statement from this prospectus.

We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy any materials we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public through the SEC’s website at http://www.sec.gov. General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at http://www.apfc.com under the caption “Investors — Financial Data” as soon as reasonably practicable after we file them with, or furnish them to, the SEC. However, information on our website and our other SEC filings mentioned above are not incorporated into this prospectus and are not a part of this prospectus.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. We hereby incorporate by reference the documents listed below, other than any portions of the respective filings that were furnished (pursuant to Item 2.02 or Item 7.01 of current reports on Form 8-K or other applicable SEC rules) rather than filed:

•   our Annual Report on Form 10-K for the year ended September 30, 2006, as filed with the SEC on January 10, 2007;

•   our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2006 and March 31, 2007, as filed with the SEC on February 14, 2007 and May 15, 2007, respectively;

•   our Definitive Proxy Statement on Schedule 14A (File No. 001-08137), filed on January 26, 2007;

•   our Current Reports on Form 8-K, as filed with the SEC on December 12, 2006, January 30, 2007, February 6, 2007, April 13, 2007 (to the extent filed and not furnished), and on July 5, 2007; and

•   our Current Reports on Form 8-K and 8-K/A containing additional information required by Rule 3-05 and Article 11 of Regulation S-X, as filed with the SEC on December 1, 2005 and February 13, 2006, respectively.

Pursuant to SEC guidance, we are required to file financial information of our guarantor subsidiaries pursuant to Rule 3-10 of Regulation S-X. We have included in a Current Report on Form 8-K filed on July 5, 2007, the information required by Rule 3-10(f) of Regulation S-X in our Consolidated Financial Statements. The revised Consolidated Financial Statements so contained in the Current Report on Form 8-K, which is incorporated by reference in this prospectus, supersede the corresponding sections of our Annual Report on Form 10-K for the year ended September 30, 2006, our Quarterly Report on Form 10-Q for the period ended December 31, 2006 and our Quarterly Report on Form 10-Q for the period ended March 31, 2007.

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until the termination of the offering under this prospectus, or after the date of the registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement, will be deemed to be incorporated by reference into this prospectus and will be a part of this prospectus from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this prospectus

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modifies or supersedes that statement. Any statement that is modified or superseded will not constitute a part of this prospectus, except as modified or superseded.

We will provide to each person, including any beneficial owner to whom a prospectus is delivered, a copy of these filings, other than an exhibit to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request and at no cost. Requests should be made by writing or telephoning us at the following address:

American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada 89169
(702) 735-2200
Attn: Investor Relations

To obtain timely delivery of documents incorporated by reference in this prospectus, you must request such documents no later than five business days prior to the expiration date of the exchange offer.

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PROSPECTUS SUMMARY

You should read this entire prospectus and should consider, among other things, the matters set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto contained in or incorporated by reference elsewhere in this prospectus. In this prospectus, except as otherwise stated or required by the context, references to “AMPAC,” “the Company,” “we,” “us,” “our” and similar terms refer to American Pacific Corporation, a Delaware corporation, and its subsidiaries.

Our Company

We are a leading manufacturer of specialty and fine chemicals within our focused markets. Our specialty chemicals and aerospace equipment products are utilized in national defense programs and provide access to, and movement in, space, via solid fuel and propulsion thrusters. Our fine chemicals products represent the key active ingredient in certain anti-viral, oncology and central nervous system drug applications. Our technical and manufacturing expertise and customer service focus has gained us a reputation for quality, reliability, technical performance and innovation. Given the mission critical nature of our products, we maintain long-standing strategic customer relationships. We work collaboratively with our customers to develop customized solutions that meet rigorous federal regulatory standards. We generally sell our products through long-term contracts under which we are the sole source or dual source supplier. We are the exclusive North American provider of Grade I ammonium perchlorate, or “AP,” which is the predominant oxidizing agent for solid fuel rockets, booster motors and missiles used in space exploration, commercial satellite transportation and national defense programs. In order to diversify our business and leverage our strong technical and manufacturing capabilities, we have made two strategic acquisitions over the last two fiscal years. Each of these acquisitions provided long-term customer relationships with sole source and dual source contracts and a leadership position in a growing market. On October 1, 2004, we acquired Aerojet-General Corporation’s in-space propulsion business, or “ISP,” which is now our Aerospace Equipment segment. Our Aerospace Equipment segment is one of only two North American manufacturers of in-space propulsion systems and propellant tanks. On November 30, 2005, we acquired GenCorp Inc.’s fine chemical business, or the “AFC business,” which is now our Fine Chemicals segment. Our Fine Chemicals segment is a leading manufacturer of certain active pharmaceutical ingredients, or “APIs,” and registered intermediates for pharmaceutical and biotechnology companies. Both of these businesses have been successfully integrated, have improved their profitability and have generated revenue growth since their acquisition.

Our Business Segments

Our operations comprise four reportable business segments: (i) Specialty Chemicals, (ii) Fine Chemicals, (iii) Aerospace Equipment and (iv) Other Businesses. The following charts reflect our fiscal 2006 contribution by business segment:

FY 2006 Revenue

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Specialty Chemicals.  Our Specialty Chemicals business segment is principally engaged in the production of AP, which is a type of perchlorate. Sales of perchlorates represented 86% of the segment’s revenues for fiscal 2006. In addition, we produce and sell sodium azide, a chemical used in pharmaceutical manufacturing and historically the primary component of gas generators used in certain automotive airbag safety systems, and Halotron, a chemical used in fire extinguishing systems ranging from portable fire extinguishers to airport firefighting vehicles.

We have supplied AP for use in space and defense programs for over 40 years and we have been the exclusive AP supplier in North America since 1998, when we acquired the AP business of our principal competitor, Kerr-McGee Chemical Corporation, or “Kerr-McGee.” A significant number of existing and planned space launch vehicles use solid fuel and thus depend, in part, upon our AP. Many of the rockets and missiles used in national defense programs are also powered by solid fuel. Currently, our largest programs are the Minuteman missile, the Standard missile and the Atlas family of commercial rockets.

Alliant Techsystems, Inc., or “ATK,” is our biggest AP customer, representing 66% of our fiscal 2006 perchlorate revenue. During fiscal 2006, ATK’s AP purchase projection, in combination with the purchase projections of our other customers, fell below the volumes provided for under our contract with ATK. Based on the expected lower volumes and certain other factors, we negotiated an amendment with ATK in 2006 to obtain fair and reasonable pricing for volumes less than the 8 million pounds provided in the then existing contract. Under the amended contract, ATK is required to purchase all of its AP from us through 2013 and unit prices are more favorable to us at lower volumes. Unit prices vary inversely with the quantity of AP sold by us annually to all of our customers between 3 million and 20 million pounds per year. Additionally, prices escalate each year for all volumes covered under the contract. We believe this amended contract provides our Specialty Chemicals segment significant stability.

We believe that over the next several years overall demand for AP will be relatively level as compared to fiscal 2006 demand based on current U.S. Department of Defense, or “DOD,” production programs. In addition, AP demand could increase if there is a substantial increase in Space Shuttle flights or the development of several contemplated programs under the U.S. proposed long-term human and robotic program to explore the solar system, starting with a return to the Moon. Our Specialty Chemicals business segment generated a segment operating profit margin of 31.8% during fiscal 2006 and had $0.8 million in capital expenditures. We believe that our stable revenue from AP, combined with the segment’s profitability and minimal capital expenditures, should provide us with stable cash flow from our Specialty Chemicals business.

Fine Chemicals.  Our Fine Chemicals business segment is a manufacturer of APIs and registered intermediates. The pharmaceutical ingredients that we manufacture are used by our customers in drugs with indications in three primary areas: anti-viral, oncology, and central nervous system. We generate nearly all of our Fine Chemicals sales from manufacturing chemical compounds that are proprietary to our customers. We operate in compliance with the U.S. Food and Drug Administration’s, or “FDA’s,” current Good Manufacturing Practices, or “cGMP.” Our Fine Chemicals segment focuses on high growth markets where our technology position, combined with our chemical process and development and engineering expertise, leads to strong customer allegiances and limited competition.

We have distinctive competencies and specialized engineering capabilities in chiral separation, highly potent/cytotoxic compounds and energetic and nucleoside chemistries and have invested significant resources in our facilities and technology base. We believe we are the U.S. leader in chiral compound production using the first commercial-scale simulated moving bed, or “SMB,” technology in the U.S. and own and operate two large-scale SMB machines, one of which is among the largest in the world operating under cGMP. SMB is utilized to produce compounds used in drugs treating central nervous system disorders. We believe our distinctive competency in handling energetic and toxic chemicals and our specialized high containment facilities provides us a significant competitive advantage in competing for various opportunities associated with highly potent/cytotoxic compounds, such as drugs used for oncology. Due to our significant experience and specially engineered facilities, we are one of the few companies in the world with the capability to use energetic chemistry on a commercial-scale under cGMP. We use this capability in development and production of anti-viral drugs, including HIV-related and influenza-combating drugs.

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We have established long-term, sole source and dual source contracts, which help provide us with earnings stability and visibility. In addition, the inherent nature of custom pharmaceutical fine chemical manufacturing encourages stable, long-term customer relationships. We work collaboratively with our customers to develop reliable, cost-effective, custom solutions. Once a customer establishes a production process with us there are several potential barriers that discourage transferring the manufacturing method to an alternative supplier, including the following:

•   Alternative Supply May Not Be Readily Available.  We are the sole source supplier on a majority of our fine chemicals products.

•   Regulatory Approval.  Applications to and approvals from the FDA and other regulatory authorities generally require the chemical contractor to be named. Switching contractors may require additional regulatory approval and can take as long as 18 months.

•   Significant Financial Costs.  Switching contractors can result in significant costs associated with technology transfer, process validation and re-filing with the FDA and other regulatory authorities.

We believe that growth in our pharmaceutical markets is being driven by the increase in HIV-related drugs, a robust development pipeline for anti-cancer drugs, most of which will utilize high-potency compounds, and the FDA requiring more of these drugs to be chirally pure. These industry dynamics and our increased capacity allowed us to grow the revenues of our Fine Chemicals business segment by approximately 43% for the 12-month period ended September 30, 2006.

Aerospace Equipment.  Our Aerospace Equipment business segment is one of two North American manufacturers of monopropellant or bipropellant propulsion systems and thrusters for satellites and launch vehicles, and is one of the world’s major producers of bipropellant thrusters for satellites. Our products are utilized on various satellite and launch vehicle programs such as Space Systems/Loral’s 1300 series geostationary satellites.

The aerospace equipment market is expected to grow over the next several years. Growth areas include missile defense programs and the commercial satellite segment, which is expecting steady growth over the next four years as a result from broadband, HDTV and communications applications. These industry dynamics allowed us to grow our revenues from our Aerospace Equipment business segment approximately 40% during our fiscal 2006.

Other Businesses.  Our Other Businesses segment includes the production of water treatment equipment, including equipment for odor control and disinfection of water, and real estate operations. In fiscal 2005, we completed the sale of all real estate assets that were targeted for sale and do not anticipate significant real estate sales activity in the future.

Our Strengths

Leading Market Positions with Significant Barriers to Entry.  We maintain a leading market position in each of our focused markets, which are characterized by high barriers to entry. Generally, these barriers include strategic customer relationships and long-term contracts, high switching costs due to intertwined technology between manufacturer and customer, a highly-specialized workforce, proprietary processes and technologies, and manufacturing facilities that posses the necessary infrastructure to support potentially hazardous and technically sensitive work.

Specialty Chemicals.  We have been manufacturing AP for over 40 years and have been the exclusive North American supplier of AP since 1998. AP is a key component of solid fuel rockets, booster motors and missiles that are utilized in DOD programs such as the Minuteman missile, Multiple Launch Rocket System, the Standard missile and Patriot missile, as well as various space programs such as the Delta and Atlas families of commercial space launch vehicles and the Space Shuttle. There is currently no domestic alternative to these solid rocket motors. As a result, we believe that the U.S. government views us as a strategic national asset. Based on the current size of the AP market, the rigorous and time-consuming requirements to qualify as

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an AP supplier for government or commercial launch vehicles and the high capital requirements for building an AP manufacturing facility, we believe building a competing facility in North America is not a viable option for a potential competitor.

Fine Chemicals.  Through our acquisition of the AFC business, we have been involved in the development and manufacture of APIs for over 20 years and have developed long-term customer relationships with leading pharmaceutical and biotechnology companies. We have distinctive competencies in chiral separation, highly potent/cytotoxic compounds and energetic and nucleoside chemistries. Our pharmaceutical and biotechnology customers are dependent on the APIs and registered intermediates we produce for the efficacy of their drugs. Our customers’ commitment, in most cases, to use us as the sole or dual source supplier of these ingredients demonstrates their trust in our ability to continually deliver at the necessary high level of quality.

We have invested significant resources in our facilities and technology base and we are one of the few companies in the world with the capability to use energetic chemistry on a commercial scale under the FDA’s cGMP. Manufacturing APIs requires unique experience in chemistry and engineering as well as compliance with the FDA’s cGMP. For many of our products, few other manufacturers have the technological capability, experience or physical facilities to supply a competing product. Also, the FDA approval process for our customers generally requires the manufacturer of specific chemicals to be named. In these cases, switching contractors usually requires additional regulatory approval for our customers, which can be a lengthy and expensive process.

Aerospace Equipment.  We are one of only two manufacturers of monopropellant and bipropellant thrusters in the North American in-space propulsion market and we are one of the world’s major manufacturers of bipropellant thrusters. Our average length of relationship with major customers is in excess of 10 years. We believe that, along with our established technology base and our long-term customer relationships, the investment in product qualification and reliability requirements required within that market represents a significant barrier to entry.

Strategic Customer Relationships.  Our focused markets require technically advanced products along with a strong service component due to the critical nature of the products that we supply. Often our mission critical products are imbedded within the final end-product and some of our products have been supported through customer-funded product development investments. As a result, we have developed strategic relationships with our targeted customer base, which has led to our portfolio of sole source and dual source contracts. As the sole source or dual source supplier, we are generally the only contractor or one of only two contractors that has been qualified by the customer and/or regulatory agency to provide the respective product. We believe these relationships enable us to maintain leading market positions in our respective target markets and will allow our business to grow significantly in the future through the successful re-compete and/or expansion of existing contracts and the award of new contracts.

Manufacturing Excellence.  We believe that our manufacturing facilities for each of our core business segments provide us with a significant competitive advantage.

Specialty Chemicals.  Our AP manufacturing facility, which utilizes our proprietary technology and is ISO 9000 certified, is the only one of its kind in North America and its financing was supported in 1988 by the U.S. government due to the strategic importance of AP to the U.S. government’s access to space and for military applications. We believe building a competing facility in North America is not a viable option for a potential competitor.

Fine Chemicals.  Our Fine Chemicals facilities are operated in compliance with the FDA’s cGMP standards and we have received accreditation from Japan’s Pharmaceutical and Medical Devices Agency. Our highly skilled team of experienced chemists, engineers, operators and other professionals provides assurance of supply of high quality products to our customers. Significant investments in our manufacturing facilities during the last two years have enhanced our manufacturing capability, efficiency and capacity. We believe the combination of our highly skilled workforce and our modern manufacturing facilities has led to our advanced technological position within our targeted markets and positions us to capitalize on the expected industry growth within our fine chemicals core competencies.

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Aerospace Equipment.  Our specially-engineered manufacturing facilities allow us to provide a wide array of services to our customers, including gas welding, electron beam welding, final thruster assembly, clean room assembly, water flushing, water calibration, vibration and hot fire test. Our hot fire test bed acceptance capability uses real-time infrared techniques to record temperature profiles in the thruster hardware during testing. We believe this proprietary technique is a significant advantage in assessing both the quality of existing designs and critical information to improve thruster performance in new designs.

Significant Revenue Visibility through Long-Term Contracts.  Our revenues are primarily derived from multi-year contracts with major defense and aerospace contractors and multi-billion dollar pharmaceutical and biotechnology companies. Within the Specialty Chemicals segment, the majority of our revenues are generated from contracts that require our customers to purchase all of their AP requirements from us, subject to certain exceptions. In addition, our recent ATK contract amendment provides for higher unit prices at lower volumes, extends the contract maturity through 2013 and contains annual price increases, which we believe provides our Specialty Chemicals segment significant revenue stability. Our Fine Chemicals business segment generated nearly all of its sales in fiscal 2006 from long-term contracts on existing ethical drug products that are FDA-approved and are currently on the market. Some of our contracts within the Fine Chemicals segment also have take-or-pay terms or required minimum purchase volumes, which guarantees our revenues under those contracts. As of September 30, 2006, our Fine Chemicals segment’s backlog was approximately $100.0 million and our Aerospace Equipment segment’s backlog was approximately $14.0 million. Backlog includes amounts for which a purchase order has been received by a commercial customer and government contracts for which funding is contractually obligated by our customers. Backlog is not a meaningful measure for our other business segments.

Attractive Portfolio of Products.  We believe our balanced product portfolio results in a stable revenue mix. Our APIs and registered intermediates are components of various high-growth drug applications primarily in the areas of anti-viral, oncology, and central nervous system. Our AP and aerospace equipment products are key components of various DOD and NASA programs, as well as commercial satellites. With the recent launch of a new HIV-related, FDA approved drug for which we have a long-term contract for a key API in place, we believe our fiscal 2007 revenues will be even more diversified than our fiscal 2006 revenues.

Experienced Management Team.  Our senior management team includes 10 individuals who average more than 25 years of relevant industry experience. This management team has extensive knowledge of our markets and has a proven track record of executing on organic growth opportunities and complementary strategic acquisitions. Our two latest acquisitions, which comprise our Fine Chemicals and Aerospace Equipment business segments, have been successfully integrated and each generated organic growth of 40% or more during our fiscal 2006.

Our Strategy

The key elements of our business strategy are:

Leverage Our Leadership Positions within Existing Markets.  We plan to continue leveraging our extensive technical and manufacturing expertise in order to maintain our leadership positions within our existing markets. We believe the characteristics of each of our segments, combined with our history of manufacturing excellence, can lead to a higher level of profitability than many other chemicals companies.

Specialty Chemicals.  We intend to maintain our established leadership in AP production through a continued focus on existing programs, as well as on the award of new programs utilizing AP. Current DOD production programs and the benefits associated with our recently amended long-term pricing agreement with ATK provide us a level of stability regarding our AP revenues. In addition to these production programs, several DOD and NASA programs that would utilize solid rocket propellants are under consideration. Examples of potential opportunities include the completion and operation of the International Space Station, refurbishment of defense missile systems through programs such as the Minuteman III Propulsion Replacement Program, increased defense and commercial satellite launch activity and the long-term development of the Crew Exploration Vehicle, NASA’s proposed replacement for the Space Shuttle. We are well positioned to

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benefit from programs using solid rocket propellant, due to our status as the exclusive producer of AP in North America.

Fine Chemicals.  We are focused on building upon our core competencies in segments of the pharmaceutical market that are expected to generate strong, sustained growth, which we believe will provide us growth opportunities from our existing customers as well as select new customers. In addition to growing the sales of our existing products, we continue to pursue low-risk, cost-effective opportunities from partnering with our pharmaceutical and biotechnology customers to develop new products, applications, and end-markets for our fine chemicals compounds. We work very closely with these pharmaceutical and biotechnology companies in developing drugs in Phase I/II clinical trials. This allows us to introduce our technology into the process and generate revenue prior to commercialization of the end product. We are currently working with our ethical drug manufacturer customers on over 15 products that are being used in various stages of clinical trials (Phase I — III) and are focusing our R&D efforts to further increase the number of similar new business opportunities.

Aerospace Equipment.  We intend to continue to grow our revenues in this market through a focus on existing programs, as well as on the award of new programs in expected growth areas such as commercial satellites and missile defense. With our focus on advanced products and our low cost emphasis, we intend to increase our market share with the major satellite suppliers through our recently introduced Platinum-Rhodium 5 lbf thruster. In addition, we continue to pursue new market opportunities for our products in the satellite propulsion systems market. We also had a recent success in penetrating the National Missile Defense market with a contract award on the Low Cost Kill Vehicle program.

Preserve and Build Strong Customer Relationships.  We plan to continue to build upon our existing customer relationships and develop select new customer relationships through our focus on technical expertise, manufacturing capabilities and customer service. Because of the custom nature of our products, we target customers with whom we can become a strategic partner. By focusing on a select customer base where we can provide value-added, technical expertise, we believe we are able to generate relationships in which our products and manufacturing know-how are imbedded within the final end-product. We believe this strategy has led to our portfolio of sole source and dual source contracts with significant barriers to entry and positions us to create additional business opportunities with existing customers.

Develop New Products and Technologies.  We actively search for opportunities to apply our core competencies and technologies to develop new revenue generating activities. In addition to our internal research and product development activities and our strong relationships with our customers, we maintain collaborative research relationships with some of the leading science and engineering universities in the country. Some examples of our ongoing research and product development activities include:

Specialty Chemicals

•   Azide-based SEP100 soil fumigant, a non-ozone depleting replacement for methyl bromide.

•   Next generation formulations of our Halotron fire suppression product for flooding applications.

Fine Chemicals

•   Efficient processes for manufacturing key components of new anti-viral and oncology drugs.

•   Chiral building blocks.

Aerospace Equipment

•   Higher performance chemical thrusters for the satellite market.

•   Electric propulsion thrusters for satellites to reduce the weight of satellites or to provide increased payload capacity.

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We believe that, in addition to capitalizing on opportunities in our core businesses, pursuing opportunities like these will result over the longer term in profitable growth as we leverage our technical expertise and existing asset base developed from our core product lines.

Pursue Growth Opportunities Organically and through Selective Acquisitions.  We plan to selectively pursue expansion opportunities, thereby capitalizing on the expected growth within our core competencies. When evaluating capital investment opportunities, we focus on projects that are either supported by long-term contracts or improve our profitability under existing contracts through increased efficiency. With regard to potential long-term contracts which require us to make significant upfront capital investments, our goal is to recover all or most of such investment through the pricing of products over the life of the contract. We will also continue to evaluate select strategic acquisitions within our existing markets to complement our organic growth opportunities. Selective acquisitions enable us to gain manufacturing economies of scale, broaden our customer and product bases, and access complementary technologies.

We are incorporated in Delaware, and the address of our principal executive offices is 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89169. Our telephone number is (702) 735-2200 and our website is located at www.apfc.com. The contents of our website are not part of this prospectus.

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SUMMARY OF THE EXCHANGE OFFER

The following is a brief summary of the terms of the exchange offer. See “The Exchange Offer” for a more complete description of the terms of the exchange offer.

The Initial Offering of Outstanding Notes	We sold the outstanding notes on February 6, 2007, to Wachovia Capital Markets, LLC. We refer to Wachovia Capital Markets, LLC in this prospectus as the ‘‘initial purchaser.” The initial purchaser subsequently resold the outstanding notes: (i) to qualified institutional buyers pursuant to Rule 144A; or (ii) outside the United States in compliance with Regulation S, each as promulgated under the Securities Act of 1933, as amended.
Registration Rights Agreement	Simultaneously with the initial sale of the outstanding notes, we entered into a registration rights agreement. In the registration rights agreement, we agreed, among other things, to use our reasonable best efforts to file an exchange offer registration statement with the SEC, to use our reasonable best efforts to cause the exchange offer registration statement to be declared effective within 210 days after issuing the outstanding notes and to consummate the exchange offer within 240 days after issuing the outstanding notes. The exchange offer is intended to satisfy your rights under the registration rights agreement. After the exchange offer is complete, you will generally no longer be entitled to any exchange or registration rights with respect to your outstanding notes.
The Exchange Offer	We are offering to exchange the exchange notes, which have been registered under the Securities Act, for your outstanding notes, which were issued on February 6, 2007. In order to be exchanged, an outstanding note must be properly tendered and accepted. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue exchange notes promptly after the expiration of the exchange offer. The exchange notes will evidence the same debt as the outstanding notes and will be issued under and entitled to the benefits of the same indenture that governs the outstanding notes.
If You Fail to Exchange Your Outstanding Notes	If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer provided in the outstanding notes and the indenture governing those notes. In general, you may not offer or sell your outstanding notes without registration under the federal securities laws or an exemption from the registration requirements of the federal securities laws and applicable state securities laws.
Resales	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:
	•  the exchange notes are being acquired in the ordinary course of your business;
	•  you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer;

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	•  you are not an affiliate of ours; and
	•  you are not a broker-dealer tendering outstanding notes acquired directly from us for your account.
	Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties that are not related to us. The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the SEC would make similar determinations with respect to this exchange offer. If any of these conditions are not satisfied and you transfer any exchange notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes from these requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability.
	Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for outstanding notes that were acquired by that broker-dealer as a result of market-making or other trading activities may be deemed a statutory ‘‘underwriter” within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. A broker-dealer may use this prospectus, as it may be amended or supplemented, for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer. See ‘‘Plan of Distribution.”
Record Date	We mailed the prospectus and the related exchange offer documents to registered holders of outstanding notes on            , 2007.
Exchange Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time,            , 2007, unless we decide to extend the exchange expiration date.
Conditions to the Exchange Offer	The exchange offer is not subject to any conditions other than that the exchange offer will not violate applicable law or any applicable interpretation of the staff of the SEC and that there are no actions or proceedings in any court or by any government agency that may materially impair our ability to conduct the exchange offer and that we have obtained all necessary governmental approval for the consummation of the exchange offer.
Procedures for Tendering Outstanding Notes	If you wish to tender your outstanding notes for exchange in this exchange offer, you must transmit to the exchange agent on or before the exchange expiration date either:
	•  an original or a facsimile of a properly completed and duly executed copy of the letter of transmittal, which accompanies this prospectus, together with your outstanding notes and any other documentation required by the letter of transmittal, at the address provided on the cover page of the letter of transmittal; or
	•  If the outstanding notes you own are held of record by The Depository Trust Company, or ‘DTC,‘ in book-entry form and you are making delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program of DTC, or ‘ATOP,‘ in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer must be delivered. As part of the book-entry transfer, DTC will facilitate the exchange of your outstanding notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically transmit your acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the notes exchange agent.

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	•  If the outstanding notes you own are held of record by The Depository Trust Company, or “DTC,” in book-entry form and you are making delivery by book-entry transfer, a computer-generated message transmitted by means of the Automated Tender Offer Program of DTC, or “ATOP,” in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer must be delivered. As part of the book-entry transfer, DTC will facilitate the exchange of your outstanding notes and update your account to reflect the issuance of the exchange notes to you. ATOP allows you to electronically transmit your acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the notes exchange agent.
	In addition, you must deliver to the exchange agent on or before the exchange expiration date:
	•  a timely confirmation of book-entry transfer of your outstanding notes into the account of the exchange agent at DTC if you are effecting delivery of book-entry transfer, or
	•  if necessary, the documents required for compliance with the guaranteed delivery procedures.
Special Procedures for Beneficial Owners	If you are the beneficial owner of book-entry interests and your name does not appear on a security position listing of DTC as the holder of the book-entry interests or if you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the book-entry interest or outstanding notes in the exchange offer, you should contact the person in whose name your book-entry interests or outstanding notes are registered promptly and instruct that person to tender on your behalf.
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time, on            , 2007. You must follow the withdrawal procedures as described under the heading ‘‘The Exchange Offer — Withdrawal of Tenders.”
Federal Income Tax Considerations	The exchange of outstanding notes will not be a taxable event for U.S. federal income tax purposes. See ‘‘Material U.S. Federal Income Tax Considerations.”
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. We will pay all of our expenses incident to the exchange offer.
Exchange Agent	Wells Fargo Bank, National Association is serving as the exchange agent in connection with the exchange offer.

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SUMMARY OF TERMS OF THE EXCHANGE NOTES

The form and terms of the exchange notes are substantially identical to the form and terms of the outstanding notes, except that the exchange notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not contain the registration rights and liquidated damage provisions contained in the outstanding notes. The exchange notes represent the same debt as the outstanding notes. Both the outstanding notes and the exchange notes are governed by the same indenture. Unless the context otherwise requires, we use the term notes in this prospectus to collectively refer to the outstanding notes and the exchange notes.

Issuer	American Pacific Corporation.
Notes offered	$110,000,000 aggregate principal amount of 9% Senior Notes due 2015.
Maturity date	February 1, 2015.
Guarantees	The exchange notes are guaranteed on a senior unsecured basis by all of our existing and future material U.S. subsidiaries.
Interest Payment Dates	Every February 1 and August 1, beginning August 1, 2007. Interest will be paid in arrears and will accrue from the issue date of the outstanding notes.
Ranking	The exchange notes and the guarantees are our and the guarantors’ senior unsecured obligations and:
	•  rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness;
	•  rank senior in right of payment to all of our and the guarantors’ existing and future senior subordinated and subordinated indebtedness;
	•  are effectively junior to our and the guarantors’ existing and future secured debt to the extent of the value of the assets securing such debt; and
	•  are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that does not guarantee the notes.
	After giving effect to, among other things, the sale of the outstanding notes, the application of proceeds therefrom and the consummation of this exchange offer, we and the guarantors would have had total debt (including short-term debt) of $110.7 million (excluding $2.3 million in undrawn letters of credit, all of which would be secured debt to the extent drawn) as of March 31, 2007. Of this total debt amount, $0.7 million was secured debt. Under our Revolver Credit Facility, we have the ability to borrow up to $20.0 million, all of which would be senior secured debt. See ‘‘Description of Other Indebtedness.”

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Optional Redemption	We may redeem the exchange notes, in whole or in part, at any time prior to February 1, 2011 at a price equal to 100% of the principal amount of the exchange notes plus a ‘‘make-whole” premium. Beginning on February 1, 2011, we may redeem some or all of the exchange notes at the redemption prices listed under ‘‘Description of Exchange Notes — Optional Redemption” plus accrued interest on the exchange notes to the date of redemption. In addition, at any time prior to February 1, 2010 we may redeem up to 35% of the exchange notes from the proceeds of certain sales of our equity securities. We may make that redemption only if, after the redemption, at least 65% of the aggregate principal amount of the exchange notes remains outstanding and the redemption occurs within 90 days of the closing of the equity offering. See ‘‘Description of Exchange Notes — Optional Redemption.”
Change of Control	Upon the occurrence of a change of control (as defined in ‘‘Description of Exchange Notes — Certain Definitions”), we must offer to repurchase the exchange notes at 101% of the principal amount of the exchange notes, plus accrued and unpaid interest to the date of repurchase.
Basic Covenants of the Indenture	The indenture governing the exchange notes contains certain covenants limiting our ability and the ability of our restricted subsidiaries to, under certain circumstances:
	•  incur additional debt;
	•  pay dividends or make other restricted payments;
	•  create liens on assets to secure debt;
	•  incur dividend or other payment restrictions with regard to restricted subsidiaries;
	•  transfer or sell assets;
	•  enter into transactions with affiliates;
	•  enter into sale and lease back transactions;
	•  create an unrestricted subsidiary;
	•  enter into certain business activities; or
	•  effect a consolidation, merger or sale of all or substantially all of our assets.
	These covenants are subject to important exceptions and qualifications as described in this prospectus under the caption ‘‘Description of Exchange Notes — Certain Covenants.”
No Public Market	The exchange notes are a new issue of securities and there is currently no established market for them. Accordingly, there can be no assurance as to the development or liquidity of any market for the exchange notes. The initial purchaser has advised us that it currently intends to make a market for the exchange notes as permitted by applicable laws and regulations. However, it is not obligated to do so and may discontinue any such market making activities at any time without notice.
Risk Factors	See ‘‘Risk Factors” beginning on page 14 and the other information in this prospectus for a discussion of factors you should carefully consider before participating in this exchange offer.

For a more complete description of the terms of the exchange notes, see “Description of Exchange Notes.”

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following summary consolidated financial information as of September 30, 2006, and for each of the three fiscal years in the three year period ended September 30, 2006 are derived from our audited consolidated financial statements. The following summary consolidated financial information as of and for the six months ended March 31, 2007 and 2006 are derived from our unaudited condensed consolidated financial statements. Our audited consolidated financial statements as of September 30, 2006 and September 30, 2005, and for each of the three fiscal years ended September 30, 2006, and our unaudited condensed consolidated financial statements as of and for the six months ended March 31, 2007 and 2006, are incorporated by reference elsewhere in this prospectus. The summary consolidated financial information provided below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds,” “Capitalization,” the consolidated financial statements, the related notes, and other financial information contained in or incorporated by reference elsewhere in this prospectus. Our historical results included below and elsewhere in this prospectus or incorporated herein by reference are not necessarily indicative of our future performance.

						Fiscal Year Ended
	Six Months Ended March 31,					September 30,
	2006(1)			2007		2004			2005			2006(1)
	(Dollars in thousands)
Revenues	$	56,262		$	78,477	$	51,458		$	67,813		$	141,904
Cost of Revenues		39,357			49,358		34,402			43,916			97,043
Gross Profit		16,905			29,119		17,056			23,897			44,861
Operating Expenses		16,281			18,604		18,980			21,805			38,202
Environmental Remediation Charge		2,800			—		—			22,400			3,600
Operating Income(Loss)		(2,176	)		10,515		(1,924	)		(20,308	)		3,059
Interest and Other Income		923			184		693			1,398			1,069
Interest Expense		4,125			6,460		—			—			11,431
Debt Repayment Charges		—			2,714		—			—			—
Income (Loss) from Continuing Operations before Income Tax		(5,378	)		1,525		(1,231	)		(18,910	)		(7,303)
Income Tax Expense(Benefit)		(1,982	)		768		(2,160	)		(8,367	)		(4,300)
Income (Loss) from Continuing Operations	$	(3,396	)	$	757	$	929		$	(10,543	)	$	(3,003)

	March 31,		September 30,
	2007		2006
	(Dollars in thousands)
Balance Sheet Data (at period end):
Cash and Cash Equivalents	$	9,613	$	6,872
Total Assets		241,214		239,455
Total Debt		110,714		107,364
Total Stockholders’ Equity		72,972		71,884
Working Capital(2)		52,221		33,421

(1)

On November 30, 2005, we completed the acquisition of the fine chemicals business of GenCorp Inc. through the purchase of substantially all of the assets of Aerojet Fine Chemicals, LLC and the assumption of certain of its liabilities. The assets were acquired and liabilities assumed by our newly formed, wholly-owned subsidiary, Ampac Fine Chemicals or “AFC”. See Note 2 to the audited consolidated financial statements of AMPAC incorporated by reference elsewhere in this prospectus.

(2)

Working capital is defined as total current assets minus total current liabilities.

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RISK FACTORS

An investment in the notes involves risk.  You should carefully consider the risk factors discussed below as well as the other information presented in this prospectus, in evaluating us, our business and an investment in the notes. Any of the following risks, as well as other risks and uncertainties, could materially adversely affect our business, financial condition, operating results and cash flows and cause the value of the notes to decline.

Risks Related to Our Business

We can be adversely impacted by reductions or changes in NASA or U.S. government military spending.

Both our Specialty Chemicals and Aerospace Equipment segments conduct business, directly or indirectly, with NASA and the U.S. government. Our perchlorate chemicals, as part of our Specialty Chemicals segment, accounted for approximately 28%, 65% and 85% of our revenues during fiscal 2006, 2005 and 2004, respectively. AP is the predominant oxidizing agent for solid propellant rockets, booster motors and missiles used in space exploration. Our principal space customers are Alliant Techsystems, Inc., or “ATK,” for the Space Shuttle Program and the Delta family of commercial rockets, and Aerojet General Corporation, or “Aerojet” for the Atlas family of commercial rockets. We also supply AP for use in a number of defense programs, including the Minuteman, Navy Standard Missile, Patriot and Multiple Launch Rocket System programs. As a majority of our sales are to the U.S. government and its prime contractors, we depend heavily on the contracts underlying these programs. Also, significant portions of our sales come from a small number of customers. ATK accounted for 18%, 50% and 51% of our revenues during fiscal 2006, 2005 and 2004, respectively. We have supplied AP for use in space and defense programs for over 40 years. We have supplied AP to various foreign defense programs and commercial space programs, although AP is subject to strict export license controls.

Since the 1990s, demand for perchlorate chemicals has been declining. The suspension of Space Shuttle missions after the Columbia disaster in February 2003 further reduced sales volume of our highest propellant grade AP, or “Grade I AP,” products. This reduced sales volume exceeded the actual consumption of Grade I AP product by our customers. As a result, our customers’ inventory of Space Shuttle Grade I AP increased.

We believe that over the next several years, overall demand for Grade I AP will be relatively level as compared to fiscal 2006 demand and largely driven by requirements for the Minuteman program which should provide a stable base for our Grade I AP revenues. Grade I AP demand could also be influenced if there is a substantial increase in Space Shuttle flights. However, it is our expectation that our customers’ Grade I AP inventories are currently sufficient to sustain nominal Space Shuttle activity for the next several years.

Our expectations of Grade I AP demands are based on information currently available to us. We have no ability to influence the demand for Grade I AP. In addition, demand for Grade I AP is program specific and dependent upon, among other things, governmental appropriations. Any decision to delay, reduce or cancel programs could have a significant adverse effect on our results of operations, cash flow and financial condition.

The U.S. has proposed a long-term human and robotic program to explore the solar system, starting with a return to the Moon. This program will require the development of new space exploration vehicles that may likely stimulate the demand for Grade I AP. As a consequence of the new space initiatives discussed above, as well as other factors, including the completion and utilization of the International Space Station, the long-term demand for Grade I AP may be driven by the timing of the retirement of the Space Shuttle fleet, the development of the new crew launch vehicle, and the number of crew launch vehicle launches, and the development and testing of the new heavy launch vehicle, used to transport materials and supplies to the International Space Station and the Moon, and the number of heavy launch vehicle launches.

Our revenues, operating income and cash flows from operating activities are negatively impacted by these lower sales volume levels. In addition, demand for Grade I AP is program specific and dependent upon, among other things, governmental appropriations.

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If the use of AP as the oxidizing agent for solid propellant rockets or the use of solid propellant rockets in NASA’s space exploration programs are discontinued or significantly reduced, it could have a material adverse effect on our operating results, financial condition, or cash flows.

We depend on a limited number of customers for most of our sales in our Specialty Chemicals, Aerospace Equipment and Fine Chemicals segments and the loss of one or more of these customers could have a material adverse affect on our revenues.

Our perchlorate chemicals, as part of our Specialty Chemicals segment, accounted for approximately 28%, 65% and 85% of our consolidated revenues during fiscal 2006, 2005 and 2004, respectively. ATK accounted for 18%, 50% and 51% of our consolidated revenues during fiscal 2006, 2005 and 2004, respectively. Should our relationship with one or more of our major Specialty Chemicals or Aerospace Equipment customers change adversely, the resulting loss of business could have a material adverse effect on our financial position, results of operations or cash flows. In addition, if one or more of our major Specialty Chemicals or Aerospace Equipment customers substantially reduced their volume of purchases from us, it could have a material adverse effect on our financial position, results of operations or cash flows. Should one of our major Specialty Chemicals or Aerospace Equipment customers encounter financial difficulties, the exposure on uncollectible receivables and unusable inventory could have a material adverse effect on our financial position, results of operations or cash flows.

Furthermore, our Fine Chemicals segment’s success is largely dependent upon AFC’s contract manufacturing of a limited number of intermediates or APIs for a limited number of key customers. One customer of AFC accounted for 28% of our consolidated revenue and the top five customers of AFC accounted for approximately 97% of its revenues in fiscal 2006. Furthermore, AFC’s top three products generated approximately 78% of its revenues in fiscal 2006. Any negative development in these customer contracts or relationships or in the customer’s business may have a material adverse effect on the results of operations of AFC. In addition, if the pharmaceutical products that AFC’s customers produce using its compounds experience any problems, including problems related to their safety or efficacy, filing with the FDA or is not successful in the market, these customers may substantially reduce or cease to purchase AFC’s compounds, which will have a material adverse effect on the revenues and results of operations of AFC. Finally, certain customers have agreed to reimburse AFC for all or a portion of the substantial cost of acquiring or installing certain production equipment. Due to the relative size of these customers, their contracts and the capital investment required, failure of the customer to reimburse AFC for these capital investments could have a material adverse effect on the our operating results.

Our existing U.S. government contracts and contracts based on U.S. government contracts are subject to continued appropriations by Congress and may be terminated if future funding is not made available.

U.S. government contracts are dependent on the continuing availability of Congressional appropriations. Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may take more than one year. As a result, at the outset of a major program, the contract is usually incrementally funded, and additional monies are normally committed to the contract by the procuring agency only as Congress makes appropriations for future fiscal years. In addition, most U.S. government contracts are subject to modification if funding is changed. Any failure by Congress to appropriate additional funds to any program in which we or our customers participate, or any contract modification as a result of funding changes, could materially delay or terminate the program for us or for our customers. Since our significant customers in the Specialty Chemicals segment are mainly U.S. government contractors subject to this yearly Congressional appropriations process, their purchase of our products are also dependent on their U.S. government contracts not being materially curtailed. U.S. government contracts or contracts based on U.S. government contracts in our Specialty Chemicals segment accounted for almost all of its revenues during fiscal 2006, 2005 and 2004, respectively.

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The inherent limitations of our “cost-plus” or “fixed-price” government contracts may impact our profitability.

Cost-Plus Contracts:  Cost-plus contracts are cost-plus-fixed-fee, cost-plus-incentive-fee, or cost-plus-award-fee contracts. Cost-plus-fixed-fee contracts allow us to recover our approved costs plus a fixed fee. Cost-plus-incentive-fee contracts and cost-plus-award-fee contracts allow us to recover our approved costs plus a fee that can fluctuate based on actual results as compared to contractual targets for factors such as cost, quality, schedule, and performance.

Fixed-Price Contracts:  Fixed-price contracts are firm-fixed-price, fixed-price-incentive, or fixed-price-level-of-effort contracts. Under firm-fixed-price contracts, we agree to perform certain work for a fixed price and absorb any cost underruns or overruns. Fixed-price-incentive contracts are fixed-price contracts under which the final contract prices may be adjusted based on total final costs compared to total target cost, and may be affected by schedule and performance. Fixed price-level-of-effort contracts allow for a fixed price per labor hour, subject to a contract cap. All fixed-price contracts present the inherent risk of un-reimbursed cost overruns, which could have a material adverse effect on our operating results, financial condition, or cash flows. The U.S. government also regulates the accounting methods under which costs are allocated to U.S. government contracts. As a result, all fixed-price contracts involve the inherent risk of un-reimbursed cost overruns. To the extent that we did not anticipate the increase in cost of producing our products which are subject to a fixed-price contract, our profitability would be adversely affected.

Our U.S. government contracts and our customers’ U.S. government contracts are subject to termination.

We are subject to the risk that the U.S. government may terminate its contracts with its suppliers, either for its convenience or in the event of a default by the contractor. If a cost-plus contract is terminated, the contractor is entitled to reimbursement of its approved costs. If the contractor would have incurred a loss had the entire contract been performed, then no profit is allowed by the U.S. government. If the termination is for convenience, the contractor is also entitled to receive payment of a total fee proportionate to the percentage of the work completed under the contract. If a fixed-price contract is terminated, the contractor is entitled to receive payment for items delivered to and accepted by the U.S. government. If the termination is for convenience, the contractor is also entitled to receive fair compensation for work performed plus the costs of settling and paying claims by terminated subcontractors, other settlement expenses, and a reasonable profit on the costs incurred or committed. If a contract termination is for default:

•   the contractor is paid an amount agreed upon for completed and partially completed products and services accepted by the U.S. government;

•   the U.S. government is not liable for the contractor’s costs for unaccepted items, and is entitled to repayment of any advance payments and progress payments related to the terminated portions of the contract; and

•   the contractor may be liable for excess costs incurred by the U.S. government in procuring undelivered items from another source.

In addition, since our significant customers are U.S. government contractors, they may cease purchasing our products if their contracts are terminated, which may have a material adverse effect on our operating results, financial condition or cash flow.

We are subject to procurement and other related laws and regulations, non-compliance with which may expose us to adverse consequences.

Our Specialty Chemicals and Aerospace Equipment segments are subject to extensive and complex U.S. government procurement laws and regulations, along with ongoing U.S. government audits and reviews of contract procurement, performance, and administration. We could suffer adverse consequences if we were to fail to comply, even inadvertently, with these laws and regulations or with laws governing the export of munitions and other controlled products and commodities; or commit a significant violation of any other federal law. These consequences could include contract termination; civil and criminal penalties; and, under

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certain circumstances, our suspension and debarment from future U.S. government contracts for a period of time. In addition, foreign sales are subject to greater variability and risk than our domestic sales. Foreign sales subject us to numerous stringent U.S. and foreign laws and regulations, including regulations relating to import-export control, repatriation of earnings, exchange controls, the Foreign Corrupt Practices Act, and the anti-boycott provisions of the U.S. Export Administration Act. Failure to comply with these laws and regulations could result in material adverse consequences to us.

These procurement laws and regulations also provide for ongoing audits and reviews of incurred costs as well as contract procurement, performance and administration. The U.S. government may, if appropriate, conduct an investigation into possible illegal or unethical activity in connection with these contracts. Investigations of this nature are common in the aerospace and defense industry, and lawsuits may result. In addition, the U.S. government and its principal prime contractors periodically investigate the financial viability of its contractors and subcontractors as part of its risk assessment process associated with the award of new contracts. If the U.S. government or one or more prime contractors were to determine that we were not financially viable, our ability to continue to act as a government contractor or subcontractor would be impaired.

Our operations and properties are currently the subject of numerous environmental and other government regulations, which may become more stringent in the future and may reduce our profitability and liquidity.

Our operations are subject to extensive Federal, State and local regulations governing, among other things, emissions to air, discharges to water and waste management. To meet changing licensing and regulatory standards, we may be required to make additional significant site or operational modifications, potentially involving substantial expenditures or the reduction or suspension of certain operations. In addition, the operation of our manufacturing plants entails risk of adverse environmental and health effects (not covered by insurance) and material costs or liabilities may be incurred to rectify any future occurrences related to environmental or health matters.

Review of Perchlorate Toxicity by EPA — Perchlorate (the “anion”) is not currently included in the list of hazardous substances compiled by the Environmental Protection Agency, or “EPA,” but it is on the EPA’s Contaminant Candidate List. The National Academy of Sciences, or “NAS,” the EPA and certain states have set or discussed certain guidelines on the acceptable levels of perchlorate in water. The outcome of these federal EPA actions, as well as any similar state regulatory action, will influence the number, if any, of potential sites that may be subject to remediation action, which could, in turn, cause us to incur material costs.

Perchlorate Remediation Project in Henderson, Nevada — We commercially manufactured perchlorate chemicals at a facility in Henderson, Nevada, or the “Ampac Henderson Site.” In 1997, the Southern Nevada Water Authority, or “SNWA,” detected trace amounts of the perchlorate anion in Lake Mead and the Las Vegas Wash. Lake Mead is a source of drinking water for Southern Nevada and areas of Southern California. Las Vegas Wash flows into Lake Mead from the Las Vegas valley. In response to this discovery by SNWA, and at the request of the Nevada Division of Environmental Protection, or “NDEP,” we engaged in an investigation of groundwater near the Ampac Henderson Site and down gradient toward the Las Vegas Wash. At the direction of NDEP and EPA, we conducted an investigation of remediation technologies for perchlorate in groundwater with the intention of remediating groundwater near the Ampac Henderson Site. In fiscal 2005, we submitted a work plan to NDEP for the construction of a remediation facility near the Ampac Henderson Site. The permanent plant began operation in December 2006.

Henderson Site Environmental Remediation Reserve — During our fiscal years 2005 and 2006, we recorded charges totaling $26 million representing our estimate of the probable costs of our remediation efforts at the Ampac Henderson Site, including the costs for equipment, operating and maintenance costs, and consultants. Key factors in determining the total estimated cost include an estimate of the speed of groundwater entering the treatment area, which was then used to estimate a project life of 45 years, as well as estimates for capital expenditures and annual operating and maintenance costs. The project consists of two primary phases; the initial construction of the remediation equipment and the operating and maintenance phase. We commenced the construction phase in late fiscal 2005, completed an interim system in June 2006,

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and completed the permanent facility in December 2006. In fiscal year 2007, we began the operating and maintenance phase and expect cash spending to decline to less than $1 million per year annually for the next several years. These estimates are based on information currently available to us and may be subject to material adjustment upward or downward in future periods as new facts or circumstances may indicate.

Other AFC Environmental Matters — Also as part of the acquisition of AFC by us, AFC leased approximately 240 acres of land on the Aerojet-General Corporation Superfund Site. The Comprehensive Environmental Response Compensation and Liability Act, or “CERCLA,” has very strict joint and several liability provisions that make any “owner or operator” of a Superfund site a “potentially responsible party” for remediation activities. AFC could be considered an “operator” for purposes of the Superfund law and, in theory, could be a potentially responsible party for purposes of contribution to the site remediation. In addition, pursuant to the EPA consent order governing remediation for this site, AFC will have to abide by certain limitations regarding construction and development of the site which may restrict AFC’s operational flexibility and require additional substantial capital expenditures that could negatively affect the results of operations for AFC. Please see “Business — Regulatory Compliance” for a full discussion of our environmental compliance issues.

The production of most of our Specialty Chemicals products is conducted in a single facility and our operations will be materially affected if production at that facility is disrupted.

Most of our Specialty Chemicals products are produced at our Iron County, Utah facility. A significant disruption at this facility, even on a short-term basis, could impair our ability to produce and ship our Specialty Chemicals products to the market on a timely basis, which could have a material adverse effect on our business, financial position and results of operations.

Disruptions in the supply of key raw materials and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact our operations.

Key raw materials used in our operations include salt, sodium chlorate, graphite, ammonia and hydrochloric acid. We closely monitor sources of supply to assure that adequate raw materials and other supplies needed in our manufacturing processes are available. In addition, as a U.S. government contractor, we are frequently limited to procuring materials and components from sources of supply that can meet rigorous customer and/or government specifications. In addition, as business conditions, the DOD budget, and Congressional allocations change, suppliers of specialty chemicals and materials sometimes consider dropping low volume items from their product lines, which may require, as it has in the past, qualification of new suppliers for raw materials on key programs. The qualification process may impact our profitability or ability to meet contract deliveries. We are also impacted by the cost of these raw materials used in production on fixed-price contracts. The increased cost of natural gas and electricity also has an impact on the cost of operating our Specialty Chemicals facilities.

AFC uses substantial amounts of raw materials in its production processes. Increases in the prices of raw materials which AFC purchases from third party suppliers could adversely impact revenue and operating results. In certain cases, the customer provides some of the raw materials which are used by AFC to produce or manufacture the customer’s products. Failure to receive raw materials in a timely manner, whether from a third party supplier or a customer, could cause AFC to fail to meet production schedules and adversely impact revenues. Certain key raw materials are obtained from sources from outside the U.S. A delay in the arrival in the shipment of raw material from a third party supplier could have a significant impact on AFC’s ability to meet its contractual commitments to customers.

Prolonged disruptions in the supply of any of our key raw materials, difficulty completing qualification of new sources of supply, implementing use of replacement materials or new sources of supply, or a continuing increase in the prices of raw materials and energy could have a material adverse effect on our operating results, financial condition or cash flows.

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Our Fine Chemicals segment may be unable to comply with customer specifications and manufacturing instructions, experience schedule delays or other problems with existing or new products and systems, which could result in increased costs and loss of sales.

Our Fine Chemicals segment produces chemical compounds that are difficult to manufacture, including highly energetic, highly toxic and high potency materials. These chemical compounds are manufactured to exacting specifications of our customers’ filings with the FDA, and other regulatory authorities world-wide. The production of these chemicals requires a high degree of precision and strict adherence to safety and quality standards. Regulatory agencies, such as the FDA, and the European Agency for the Evaluation of Medical Products, or “EMEA,” have regulatory oversight over the production process for many of the products that AFC manufactures for its customers. AFC employs sophisticated and rigorous manufacturing and testing practices to ensure compliance with the FDA’s cGMP and the International Conference on Harmonization (ICH) Q7A. If AFC is unable to adhere to these standards and produce these chemical compounds to the standards required by our customers, its operating results and revenues will be negatively impacted.

Failure to meet strict timing or delivery requirements could cause AFC to be in breach of material customer contracts.

AFC is a capital intensive business. Certain major customers have agreed to reimburse AFC for all or a portion of the cost of acquiring or installing certain production equipment to insure sufficient supply of the customer’s product. AFC must meet strict timelines for installation and validation of the production equipment and the manufacturing processes. Failure to install and validate the production equipment and to validate the production process in a timely manner could result in delays in production or in breach of contract claims which could adversely impact revenues and operating results of AFC. In addition, the rate of utilization of AFC production capacity is currently very high. Therefore, AFC may experience significant delays in its production if its production capability experiences unscheduled reductions. This may in turn cause AFC to be in breach of its material customer contracts, which could adversely affect its revenues and operating results.

Successful commercialization of pharmaceutical products and product line extensions is very difficult and subject to many uncertainties. If a customer is not able to successfully commercialize its products for which AFC produces compounds, then the operating results of AFC may be negatively impacted.

Successful commercialization of products and product line extensions requires accurate anticipation of market and customer acceptance of particular products, customers’ needs, the sale of competitive products, and emerging technological trends, among other things. Additionally, for successful product development, the customers must complete many complex formulation and analytical testing requirements and timely obtain regulatory approvals from the FDA and other regulatory agencies. When developed, new or reformulated drugs may not exhibit desired characteristics or may not be accepted by the marketplace. Complications can also arise during production scale-up. In addition, these products may encounter unexpected, irresolvable patent conflicts or may not have enforceable intellectual property rights. If the customer is not able to successfully commercialize their products for which AFC produces compounds for, then the operating results of AFC may be negatively impacted.

AFC or its customers may be unable to obtain government approval for its products or comply with government regulations relating to its business.

The commercialization of pharmaceutical products is subject to extensive Federal, state and local regulation in the U.S. and similar foreign regulation. We do not know the extent to which we may be affected by legislative and other regulatory actions and developments concerning various aspects of the operations and products of AFC or its customers and the health care field generally. We do not know what effect changes in governmental regulation and other actions or decisions by governmental agencies may have on AFC in the future. Any changes could impose on AFC or its customers changes to manufacturing methods or facilities, pharmaceutical importation, expanded or different labeling, new approvals, the recall, replacement or discontinuance of certain products, additional record keeping, testing, price or purchase controls or limitations, and expanded documentation of the properties of certain products and scientific substantiation. Any regulatory

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changes could have a material adverse effect on AFC, its financial condition and results of operations or its competitive position.

The manufacturing, processing, formulation, packaging, labeling, distribution, importation, pricing, reimbursement and advertising of these products, and disposal of waste products arising from these activities, are also subject to regulation by the U.S. Drug Enforcement Administration, the Federal Trade Commission, the U.S. Consumer Product Safety Commission, the Occupational Safety and Health Administration, the U.S. Environmental Protection Agency, and the U.S. Customs Service, as well as state, local and foreign governments.

Before marketing most drug products, AFC’s customers generally are required to obtain approval from the FDA based upon pre-clinical testing, clinical trials showing safety and efficacy, chemistry and manufacturing control data, and other data and information. The generation of these required data is regulated by the FDA and can be time-consuming and expensive, and the results might not justify approval. Even if AFC customers are successful in obtaining all required pre-marketing approvals, post-marketing requirements and any failure on either parties’ part to comply with other regulations could result in suspension or limitation of approvals or commercial activities pertaining to affected products. The FDA could also require reformulation of products during the post-marketing stage.

All of AFC’s products must be manufactured in conformance with cGMP regulations, as interpreted and enforced by the FDA, the International Conference on Harmonization (ICH) Q7A, and drug products subject to an FDA-approved application must be manufactured, processed, packaged, held and labeled in accordance with information contained in the regulations, current FDA guidance, current industry practice and application. Additionally, modifications, enhancements or changes in manufacturing sites of approved products are, in many circumstances, subject to FDA approval, which may be subject to a lengthy application process or which may not be obtainable. The facilities of AFC are periodically subject to inspection by the FDA and other governmental agencies, and operations at these facilities could be interrupted or halted if such inspections are unsatisfactory.

Failure to comply with FDA or other governmental regulations can result in fines, unanticipated compliance expenditures, recall or seizure of products, total or partial suspension of production or distribution, suspension of the FDA’s review of relevant product applications, termination of ongoing research, disqualification of data for submission to regulatory authorities, enforcement actions, injunctions and criminal prosecution. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals. Although we have instituted internal compliance programs, if compliance is deficient in any significant way, it could have a material adverse effect on AFC.

Recall or withdrawal of a customer’s product from the market or the failure of the customer to obtain regulatory approval of its products will impact forecasted revenues.

A customer product that includes ingredients that are manufactured by AFC may be recalled or withdrawn from the market by the customer. The recall or withdrawal may be for reasons beyond the control of AFC. A recall or withdrawal of a product manufactured by AFC or that includes ingredients manufactured by AFC for its customers could have an adverse impact on its forecasted revenues and operating results. Failure of a customer to obtain regulatory approval for marketing a drug that utilizes an ingredient manufactured by AFC could have an adverse effect on AFC’s performance.

A strike or other work stoppage, or the inability to renew collective bargaining agreements on favorable terms, could have a material adverse effect on the cost structure and operational capabilities of AFC.

As of March 31, 2007, 152 employees of our Fine Chemicals segment were covered by collective bargaining or similar agreements which expire in June 2010. If we are unable to negotiate acceptable new agreements with the unions representing these employees upon expiration of the existing contracts, we could experience strikes or work stoppages. Even if AFC is successful in negotiating new agreements, the new agreements could call for higher wages or benefits paid to union members, which would increase its operating costs and could adversely affect its profitability. If the unionized workers were to engage in a strike or other work stoppage, or other non-unionized operations were to become unionized, AFC could experience a

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significant disruption of operations at its facilities or higher ongoing labor costs. A strike or other work stoppage in the facilities of any of its major customers could also have similar effects on AFC.

The pharmaceutical fine chemicals industry is a capital-intensive industry and if AFC does not have enough capital to finance the necessary capital expenditures, its business and results of operations may be harmed.

The pharmaceutical fine chemicals industry is a capital-intensive industry that consumes cash from our Fine Chemicals segment and our other operations and borrowings. Upon further expansion of the operations of AFC, capital expenditures for AFC are expected to increase. Increases in expenditures may result in low levels of working capital or require us to finance working capital deficits. These factors could substantially increase AFC’s operating costs and negatively impact its operating results.

Although we have established reserves for our environmental liabilities, given the many uncertainties involved in assessing liability for environmental claims, our reserves may not be sufficient.

As of March 31, 2007, we had established reserves of approximately $16.1 million, which we believe to be sufficient to cover our estimated environmental liabilities at that time. However, given the many uncertainties involved in assessing liability for environmental claims, our reserves may prove to be insufficient. We continually evaluate the adequacy of those reserves, and they could change. In addition, the reserves are based only on known sites and the known contamination at those sites. It is possible that additional remediation sites will be identified in the future or that unknown contamination at previously identified sites will be discovered. This could lead us to have additional expenditures for environmental remediation in the future and given the many uncertainties involved in assessing liability for environmental claims, our reserves may prove to be insufficient.

The release or explosion of dangerous materials used in our business could disrupt our operations and cause us to incur additional costs and liability.

Our operations involve the handling, production, storage, and disposal of potentially explosive or hazardous materials and other dangerous chemicals, including materials used in rocket propulsion. Despite our use of specialized facilities to handle dangerous materials and intensive employee training programs, the handling and production of hazardous materials could result in incidents that temporarily shut down or otherwise disrupt our manufacturing operations and could cause production delays. It is possible that a release of these chemicals or an explosion could result in death or significant injuries to employees and others. Material property damage to us and third parties could also occur. The use of these products in applications by our customers could also result in liability if an explosion or fire were to occur. Any release or explosion could expose us to adverse publicity or liability for damages or cause production delays, any of which could have a material adverse effect on our reputation and profitability.

On May 4, 1988, our former manufacturing and office facilities in Henderson, Nevada were destroyed by a series of massive explosions and associated fires. Extensive property damage occurred both at our facilities and in immediately adjacent areas, the principal damage occurring within a three-mile radius. Production of AP ceased for a 15-month period. Significant interruptions were also experienced in our other businesses, which occupied the same or adjacent sites. If events similar to these occurred again, it could interrupt some or all of the activities carried on at our current manufacturing site.

Our inability to adapt to rapid technological changes could impair our ability to remain competitive.

The aerospace and defense industry, the pharmaceutical fine chemicals industry and the other specialty chemicals, performance products and environmental protection equipment industries in which we participate have all undergone rapid and significant technological development over the last few years. Our competitors may implement new technologies before we are able to, allowing them to provide more effective products at more competitive prices. As an example, the automotive airbag market is currently the largest consumer of sodium azide. New automotive inflator systems that do not use sodium azide have gained substantial market share and, as a consequence, there has been a substantial decline in the demand for sodium azide. Based upon

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market information received from inflator manufacturers, we expect that sodium azide use will continue to decline and that bag inflators using sodium azide will be phased out over approximately five years. Currently, demand for sodium azide is substantially less than supply on a worldwide basis. Future technological developments could:

•   adversely impact our competitive position if we are unable to react to these developments in a timely or efficient manner;

•   require us to write-down obsolete facilities, equipment and technology;

•   require us to discontinue production of obsolete products before we can recover any or all of our related research, development and commercialization expenses; or

•   require significant capital expenditures for research, development and launch of new products or processes.

Our proprietary rights may be violated or compromised, which could damage our operations.

We own numerous patents, patent applications and unpatented trade secret technologies in the U.S. and certain foreign countries. The steps taken by us to protect our proprietary rights may not be adequate to deter misappropriation of these rights. In addition, independent third parties may develop competitive or superior technologies. If we are unable to adequately protect and utilize our intellectual property or property rights, our results of operations may be adversely affected.

We are subject to intense competition in certain of the industries where we compete and therefore may not be able to compete successfully.

Other than the sale of Grade I AP, for which we are the sole supplier in the U.S., we face significant competition in all of the other industries that we participate in, including from competitors with greater resources than ours. Many of our competitors have financial, technical, production and other resources substantially greater than ours. Moreover, barriers to entry, other than capital availability, are low in some of the product segments of our business. Capacity additions or technological advances by existing or future competitors may also create greater competition, particularly in pricing. In particular, the pharmaceutical fine chemicals market is fragmented and competitive. Competition in the pharmaceutical fine chemicals market is based upon reputation, service, manufacturing capability and expertise, price and reliability of supply. AFC faces increasing competition against pharmaceutical contract manufacturers located in the People’s Republic of China and India, where production costs are significantly less. If AFC is unable to compete successfully, its results of operations may be materially adversely impacted. Furthermore, there is a worldwide over-supply of sodium azide, which creates significant price competition for that product. We may be unable to compete successfully with our competitors and our inability to do so could result in a decrease in revenues that we historically have generated from the sale of our products.

Due to the nature of our business, our sales levels may fluctuate causing our quarterly operating results to fluctuate.

Our quarterly and annual sales are affected by a variety of factors that could lead to significant variability in our operating results. In our Specialty Chemicals segment, the need for our products are generally based on contractually defined milestones that our customers are bound by and these milestones may fluctuate from quarter to quarter. In our Fine Chemicals segment, some of our products require multiple steps of chemistries, the production of which can span multiple quarterly periods. Revenue is typically recognized after the final step and when the product has been shipped and accepted by the customer. As a result of this multi-quarter process, revenues and related profits can vary from quarter to quarter.

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The cyclicality and volatility of the chemical industry affects our capacity utilization and causes fluctuations in our results of operations.

The operating rates at our facilities will impact the comparison of period-to-period results. Different facilities may have differing operating rates from period to period depending on many factors, such as transportation costs and supply and demand for the product produced at the facility during that period. As a result, individual facilities may be operated below or above rated capacities in any period. We may idle a facility for an extended period of time because an oversupply of a certain product or a lack of demand for that product makes production uneconomical. The expenses of the shutdown and restart of facilities may adversely affect quarterly results when these events occur. In addition, a temporary shutdown may become permanent, resulting in a write-down or write-off of the related assets.

A loss of key personnel or highly skilled employees could disrupt our operations.

Our executive officers are critical to the management and direction of our businesses. Our future success depends, in large part, on our ability to retain these officers and other capable management personnel. We have entered into employment agreements with two of our corporate executive officers that allow those officers to terminate their employment with certain levels of severance under particular circumstances, such as a change of control affecting our company. Our inability to attract and retain talented personnel could disrupt the operations of the segment affected or our overall operations. Furthermore, our business is very technical and the technological and creative skills of our personnel are essential to establishing and maintaining our competitive advantage. For example, customers often turn to AFC because very few companies have the specialized experience and capabilities required for energetic and high containment chemistry. Our operations could be disrupted by a shortage of available skilled employees or if we are unable to retain these highly skilled and experienced employees.

We may continue to expand our operations through acquisitions, which could divert management’s attention and expose us to unanticipated liabilities and costs. We may experience difficulties integrating the acquired operations, and we may incur costs relating to acquisitions that are never consummated.

Our business strategy could include growth through future acquisitions. However, our ability to consummate and integrate effectively any future acquisitions on terms that are favorable to us may be limited by the number of attractive acquisition targets, internal demands on our resources and our ability to obtain financing. Our success in integrating newly acquired businesses will depend upon our ability to retain key personnel, avoid diversion of management’s attention from operational matters, integrate general and administrative services and key information processing systems and, where necessary, requalify our customer programs. In addition, future acquisitions could result in the incurrence of additional debt, costs and contingent liabilities. We may also incur costs and divert management attention to acquisitions that are never consummated. Integration of acquired operations may take longer, or be more costly or disruptive to our business, than originally anticipated. It is also possible that expected synergies from past or future acquisitions may not materialize.

Although we undertake a diligence investigation of each business that we acquire, there may be liabilities of the acquired companies that we fail to or are unable to discover during the diligence investigation and for which we, as a successor owner, may be responsible. In connection with acquisitions, we generally seek to minimize the impact of these types of potential liabilities through indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities due to limitations in scope, amount or duration, financial limitations of the indemnitor or warrantor or other reasons.

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If we are unable to generate sufficient cash flow to service our debt and fund our operating costs, our liquidity may be adversely affected.

We are obligated to comply with financial and other covenants in our debt that could restrict our operating activities, and the failure to comply could result in defaults that accelerate the payment under our debt.

Our outstanding debt generally contains various restrictive covenants. These covenants include provisions restricting our ability to, among other things:

•   incur additional debt, incur contingent obligations and issue additional preferred stock;

•   create liens;

•   pay dividends, distributions or make other specified restricted payments, and restrict the ability of certain of our subsidiaries to pay dividends or make other payments to us;

•   sell assets;

•   make certain capital expenditures, investments and acquisitions;

•   enter into certain transactions with affiliates;

•   enter into sale and leaseback transactions; and

•   merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our assets.

Any of the covenants described in this risk factor may restrict our operations and our ability to pursue potentially advantageous business opportunities. Our failure to comply with these covenants could also result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our debt.

Risks Related to the Notes and Our Indebtedness

We have a substantial amount of debt and can incur additional debt in the future, which could adversely affect our financial health and prevent us from making principal and interest payments on the notes.

After giving effect to, among other things, the sale of the outstanding notes, the application of the proceeds therefrom and the consummation of this exchange offer, all as if these events had occurred on March 31, 2007, we and the guarantors would have had total debt (including short-term debt) of $110.7 million (excluding $2.3 million in undrawn letters of credit, all of which would be secured debt to the extent drawn) as of that date.

Our substantial debt could have important consequences to you. For example, it could:

•   make it more difficult for us to satisfy our obligations with respect to the notes and our other debt;

•   increase our vulnerability to general adverse economic and industry conditions, including increases in raw material costs;

•   limit our ability to obtain additional financing for future working capital, capital expenditures, mergers and other general corporate purposes;

•   require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes;

•   limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•   make us more vulnerable to increases in interest rates;

•   place us at a competitive disadvantage compared to our competitors that have less debt; and

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•   have a material adverse effect on us if we fail to comply with the covenants in the indenture relating to the notes or in the instruments governing our other debt.

Under our Revolver Credit Facility, we have the ability to borrow up to $20.0 million, all of which would be senior secured debt. In addition, subject to restrictions in the indenture, we may incur substantial additional debt in the future. The Revolver Credit Facility has an accordion feature, allowing us the right to seek commitments for additional borrowing capacity up to a total of $40.0 million, subject to our obligations under the notes. See “Description of Other Indebtedness” and “Description of Exchange Notes.” If new debt is added to our current debt levels, these related risks could increase.

We may not maintain sufficient revenue to sustain profitability or to meet our capital expenditure requirements and our financial obligations. Also, we may not be able to generate a sufficient amount of cash flow to meet our debt service obligations.

Our ability to make scheduled payments or to refinance our obligations with respect to our debt, including the notes, will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to certain financial, business, and other factors beyond our control. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay scheduled expansion and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. We cannot assure you that our operating performance, cash flow and capital resources will be sufficient for payment of our debt in the future. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, we cannot assure you that the terms of any such transaction would be satisfactory to us or if or how soon any such transaction could be completed.

If we fail to obtain additional financing, we may be unable to refinance our existing debt, expand our current operations or acquire new businesses, which could result in a failure to grow or result in defaults in our obligations under our Revolver Credit Facility or the notes.

In order to refinance indebtedness, expand existing operations and acquire additional businesses, we may require substantial amounts of capital. Financing, whether from equity or debt financings or other sources, may not be available or, if available, may not be on terms satisfactory to us. If we are unable to obtain such financing, we will be unable to acquire additional businesses and may be unable to meet our obligations under our Revolver Credit Facility or the notes.

The indenture governing the notes and our Revolver Credit Facility impose restrictions on us that may limit the discretion of management in operating our business and that, in turn, could impair our ability to meet our obligations under the notes.

The indenture governing the notes and our Revolver Credit Facility contains various restrictive covenants that limit management’s discretion in operating our business. In particular, these covenants limit our ability to, among other things:

•   incur additional debt;

•   pay dividends or make other restricted payments;

•   create liens on assets to secure debt;

•   incur dividend or other payment restrictions with regard to restricted subsidiaries;

•   transfer or sell assets;

•   enter into transactions with affiliates;

•   enter into sale and lease back transactions;

•   create an unrestricted subsidiary;

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•   enter into certain business activities; or

•   effect a consolidation, merger or sale of all or substantially all of our assets.

Our Revolver Credit Facility also requires us to maintain specified financial ratios and satisfy certain financial tests. Our ability to maintain or meet such financial ratios and tests may be affected by events beyond our control, including changes in general economic and business conditions, and we cannot assure you that we will maintain or meet such ratios and tests or that the lenders under our Revolver Credit Facility will waive any failure to meet such ratios or tests.

These covenants could materially and adversely affect our ability to finance our future operations or capital needs. Furthermore, they may restrict our ability to expand, to pursue our business strategies and otherwise to conduct our business. Our ability to comply with these covenants may be affected by circumstances and events beyond our control, such as prevailing economic conditions and changes in regulations, and we cannot assure you that we will be able to comply. A breach of these covenants could result in a default under the indenture governing the notes and/or the Revolver Credit Facility. If there were an event of default under the indenture governing the notes and/or the Revolver Credit Facility, the affected creditors could cause all amounts borrowed under these instruments to become due and payable immediately. Additionally, if we fail to repay indebtedness under our Revolver Credit Facility when it becomes due, the lenders under the Revolver Credit Facility could proceed against the assets which we have pledged to them as security. Our assets and cash flow might not be sufficient to repay our outstanding debt in the event of a default and we may be unable to obtain additional financing on satisfactory terms, or at all.

The notes and the related guarantees are unsecured and effectively subordinated to our and the guarantors’ existing and future secured indebtedness.

The notes and the related guarantees are not secured. The indenture governing the notes permits us and our subsidiaries to incur additional secured indebtedness, including pursuant to purchase money instruments. In addition, our obligations under the Revolver Credit Facility secured by substantially all of our assets. If we become insolvent or are liquidated, or if payment under the Revolver Credit Facility or any of our other future secured debt obligations is accelerated, the lenders under our Revolver Credit Facility or other secured debt instruments would be entitled to exercise the remedies available to a secured lender under applicable law and the terms of our Revolver Credit Facility or the future secured credit facility and have a claim on the assets secured thereby before the holders of the notes. The notes are therefore effectively subordinated to our existing and future secured indebtedness and the guarantees are effectively subordinated to the existing and future secured indebtedness of the guarantors, in each case to the extent of the value of the assets securing that indebtedness. As a result, the holders of the notes may recover ratably less than the lenders of our or the guarantors’ secured debt in the event of a bankruptcy or liquidation.

After giving effect to the sale of the outstanding notes, the application of the proceeds therefrom and the consummation of this exchange offer, all as if these events had occurred on March 31, 2007, we and the guarantors would have had approximately $0.7 million of secured indebtedness outstanding, consisting entirely of capital lease obligations, and $20.0 million of additional secured borrowing capacity available under the Revolver Credit Facility, of which $2.3 million is subject to undrawn letters of credit, as of that date.

We are a holding company, and as a result we are dependent on dividends from our subsidiaries to meet our obligations, including with respect to the notes.

We are a holding company and do not conduct any business operations of our own. Our principal assets are the equity interests we own in our operating subsidiaries, either directly or indirectly. As a result, we are dependent upon cash dividends, distributions or other transfers we receive from our subsidiaries in order to make dividend payments to our stockholders, to repay any debt we may incur, and to meet our other obligations. Although we are the sole equityholder of each of our major operating subsidiaries and therefore able to control their respective declarations of dividends, the ability of our subsidiaries to pay dividends and make payments to us will depend on their operating results and may be restricted by, among other things, applicable corporate, tax and other laws and regulations and agreements of those subsidiaries, as well as by

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the terms of our Revolver Credit Facility and the indenture governing the notes. For example, some state corporate laws prohibit the payment of dividends by any subsidiary unless the subsidiary has a capital surplus or net profits in the current or immediately preceding fiscal year. Payments or distributions from our subsidiaries also could be subject to restrictions on dividends or repatriation of earnings under applicable local law, and monetary transfer restrictions in the jurisdictions in which our subsidiaries operate.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•   received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and

•   was insolvent or rendered insolvent by reason of such incurrence; or

•   was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

•   intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor. In any such case, your right to receive payments in respect of the notes from any such guarantor would be effectively subordinated to all indebtedness and other liabilities of that guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•   the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

•   if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•   it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of the notes, is not insolvent, does not have unreasonably small capital for the business in which it is engaged and has not incurred debts beyond its ability to pay such debts as they mature. However, the opinions of counsel relating to the matters described immediately above in connection with the offering of the outstanding notes and any opinions of counsel received in connection with the issuance of the notes specifically excluded fraudulent conveyance considerations. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

Your right to receive payments on the notes will be effectively subordinated to the rights of creditors of our subsidiaries that do not guarantee the notes or whose guarantees are invalidated.

All of our existing material U.S. subsidiaries guarantee the notes and all of our future material U.S. subsidiaries will guarantee the notes. However, creditors of current and future foreign or other subsidiaries that do not guarantee the notes will have claims, with respect to the assets of those subsidiaries, that rank effectively senior to the notes. In the event of any distribution or payment of assets of such

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subsidiaries in any dissolution, winding up, liquidation, reorganization or other bankruptcy proceeding, the claims of those creditors must be satisfied prior to making any such distribution or payment to us in respect of its direct or indirect equity interests in such subsidiaries. Accordingly, after satisfaction of the claims of such creditors, there may be little or no amounts left available to make payments in respect of the notes. Also, as described above, there are federal and state laws that could invalidate the guarantees of our subsidiaries that guarantee the notes. If that were to occur, the claims of creditors of those subsidiaries would also rank effectively senior to the notes, to the extent of the assets of those subsidiaries.

The amount that can be collected under the guarantees will be limited.

Each of the guarantees will be limited to the maximum amount that can be guaranteed by a particular guarantor without rendering the guarantee, as it relates to that guarantor, voidable. See “Risk Factors — Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.” In general, the maximum amount that can be guaranteed by a particular guarantor may be less, including significantly less, than the principal amount of the notes.

Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially and adversely affect our results of operations and our financial condition.

If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. Further, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments.

We may not be able to finance a change of control offer required by the indenture governing the notes.

If we were to experience a change of control, the indenture governing the notes requires us to offer to purchase all the notes then outstanding at 101% of their principal amount, plus unpaid accrued interest, but not including, to the date of repurchase. If a change of control were to occur, we cannot assure you that we would have sufficient funds to purchase the notes. In addition, our Revolver Credit Facility restricts our ability to repurchase the notes, even when we are required to do so by the indenture in connection with a change of control. A change in control could therefore result in a default under the Revolver Credit Facility and could cause the acceleration of that debt. The inability to repay such debt, if accelerated, and to purchase all of the tendered notes following a change of control, would constitute an event of default under the indenture.

If an active trading market does not develop for the exchange notes you may not be able to resell them.

We do not intend to apply to list the exchange notes on any securities exchange or arrange to include the exchange notes in any automated quotation system. As a result, we cannot assure you as to the liquidity of any trading market for the exchange notes.

We also cannot assure you that you will be able to sell your exchange notes at a particular time or that the prices that you receive when you sell will be favorable. We also cannot assure you as to the level of liquidity of the trading market for the exchange notes or, in the case of any holders of notes that do not exchange them, the trading market for the outstanding notes following the offer to exchange the outstanding notes for exchange notes. Future trading prices of the notes will depend on many factors, including, among other things, our ability to effect the exchange offer, prevailing interest rates, our operating results and the market for similar securities.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the outstanding notes and, if issued, the exchange notes

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will be subject to disruptions. Any disruptions may have a negative effect on noteholders, regardless of our prospects and financial performance.

Risks Related To Exchange Offer

Holders who fail to exchange their outstanding notes will continue to be subject to restrictions on transfer.

If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your outstanding notes described in the legend on the certificates for your outstanding notes. The restrictions on transfer of your outstanding notes arise because we issued the outstanding notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws, or are offered and sold under an exemption from these requirements. We do not plan to register the outstanding notes under the Securities Act. For further information regarding the consequences of tendering your outstanding notes in the exchange offer, see the discussions below under the captions “The Exchange Offer” and “Certain Federal Income Tax Consequences.”

You may not receive the exchange notes in the exchange offer if the exchange offer procedures are not properly followed.

Delivery of exchange notes in exchange for outstanding notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

•   certificates for outstanding notes or a book-entry confirmation of a book-entry transfer of outstanding notes into the exchange agent’s account at DTC, New York, New York as a depository, including an agent’s message, as defined in this prospectus, if the tendering holder does not deliver a letter of transmittal;

•   a completed and signed letter of transmittal, or facsimile copy, with any required signature guarantees, or, in the case of a book-entry transfer, an agent’s message in place of the letter of transmittal; and

•   any other documents required by the letter of transmittal.

Therefore, holders of outstanding notes who would like to tender outstanding notes in exchange for exchange notes should be sure to allow enough time for the outstanding notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of outstanding notes for exchange. Outstanding notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and will no longer have the registration and other rights under the exchange agreement. See “The Exchange Offer.”

Some holders who exchange their outstanding notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities. If you are deemed to have received restricted securities, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Furthermore, each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, which were acquired by such broker-dealer as a result of market-making or other trading activities, may be deemed to be a statutory underwriter under the Securities Act and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If you are required to comply with the registration and prospectus delivery requirement, you may face additional burdens on the transfer of your notes and could incur liability for failure to comply with applicable requirements.

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THE EXCHANGE OFFER

Purpose and Effect; Registration Rights

On February 6, 2007 (the “issue date”), we sold $110 million of our 9% Senior Notes due 2015 in a private placement. The outstanding notes were resold under an offering memorandum dated January 30, 2007, in reliance on Rule 144A and other available exemptions under the Securities Act. On February 6, 2007, we and the guarantors entered into a registration rights agreement with the initial purchaser pursuant to which we and the guarantors agreed, for the benefit of the holders of the outstanding notes, at our cost and subject to certain exceptions, to use our reasonable best efforts:

•   to file with the SEC an exchange offer registration statement pursuant to which we and the guarantors will offer, in exchange for the outstanding notes, exchange notes, identical in all material respects to, and evidencing the same indebtedness as, the outstanding notes (but which will not contain terms with respect to transfer restrictions, provide for the additional interest described below or other rights under the registration rights agreement);

•   to cause the exchange offer registration statement to be declared effective under the Securities Act within 210 days after February 6, 2007; and

•   to cause the exchange offer to be consummated by the 240th day after the closing of the offering of the outstanding notes. If we effect the exchange offer, we will be entitled to close the exchange offer 20 business days after its commencement. Outstanding notes not tendered in the exchange offer will continue to be subject to the terms and conditions, including restrictions on transfer, contained in the indenture governing the notes.

The exchange offer will permit eligible holders of outstanding notes to exchange those notes for exchange notes, having a principal amount equal to that of the surrendered outstanding note, which are identical in all material respects with the outstanding notes, except that:

•   the exchange notes have been registered under the U.S. federal securities laws and will not bear any legend restricting their transfer;

•   the exchange notes bear a different CUSIP number from the outstanding notes;

•   the exchange notes will not be subject to transfer restrictions or entitled to registration rights; and

•   the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

The exchange notes will evidence the same debt as the outstanding notes. Holders of exchange notes will be entitled to the benefits of the indenture. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the outstanding note surrendered in exchange therefor, or, if no interest has been paid on such outstanding note, from the date of its original issue.

Holders of outstanding notes must make certain representations (as described in the registration rights agreement) to participate in the exchange offer, notably that they are not an affiliate of us and that they are acquiring the exchange notes in the ordinary course of business and without any arrangement or intention to make a distribution of the exchange notes. If we become obligated to file a shelf registration statement, holders of the outstanding notes and/or exchange notes must also deliver certain information that is required for a shelf registration statement and provide comments on the shelf registration statement within the time periods specified in the registration rights agreement in order to have their outstanding notes and/or exchange notes included in the shelf registration statement and to receive the additional interest described above. A broker-dealer that receives exchange notes in the exchange offer or as part of its market-making or other trading activities must represent that it will deliver a prospectus meeting the requirements of the Securities Act when it resells the exchange notes.

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The summary of certain provisions of the registration rights agreement contained in this section does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement. You should refer to the exhibits that are a part of the registration statement (of which this prospectus is a part) for a copy of the registration rights agreement. See “Where You Can Find More Information.”

Other Rights under the Registration Rights Agreement

In the event that:

a)	we are not permitted to file the exchange offer registration statement or to consummate the exchange offer due to a change in law or SEC policy; or
b)	for any reason, we do not consummate the exchange offer by the 240th day after the closing of the offering of the outstanding notes; or
c)	any holder notifies us prior to the 20th business day following the consummation of the exchange offer that:

•   it is not permitted under law or SEC policy to participate in the exchange offer;

•   it cannot publicly resell the exchange notes that it acquires in the exchange offer without delivering a prospectus, and the prospectus contained in the exchange offer registration statement is not appropriate or available for resales by that holder; or

•   it is a broker-dealer and holds outstanding notes that it has not exchanged and that it acquired directly from us or one of our affiliates,

then in addition to or in lieu of conducting the exchange offer, we will be required to file a shelf registration statement with the SEC to cover resales of the outstanding notes or the exchange notes, as the case may be. In that case, we will use our reasonable best efforts to:

a)	file the shelf registration statement by the 45th day after we become obligated to make the filing,
b)	cause the registration statement to become effective by the 60th day after we become obligated to make the filing and
c)	maintain the effectiveness of the registration statement for two years or a lesser period after which all of the notes registered under that registration statement have been sold or can be resold without limitation under the Securities Act.

We will pay additional interest if one of the following “registration defaults” occurs:

•   the exchange offer registration or the shelf registration statement is not declared effective by the dates required in the registration rights agreement; or

•   we do not consummate an exchange offer by the 240th day after the closing of the offering of the outstanding notes; or

•   the shelf registration statement is declared effective, but thereafter, subject to certain exceptions, ceases to be effective or usable in connection with resales of any notes registered under the shelf registration statement during the periods specified in the registration rights agreement.

If one of these registration defaults occurs, the annual interest rate on the notes will increase by 0.25% per year for the first 90-day period immediately following the registration default. The amount of interest will increase by an additional 0.25% per year for each subsequent 90-day period, up to a maximum additional interest rate of 1.00% per year, until all registration defaults are cured. When we have cured all of the registration defaults, the interest rate on the notes will revert immediately to the original level.

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If we become obligated to file a shelf registration statement, holders of outstanding notes and/or exchange notes must also deliver certain information that is required for a shelf registration statement and provide comments on the shelf registration statement within the time periods specified in the registration rights agreement in order to have their outstanding notes and/or exchange notes included in the shelf registration statement and to receive the additional interest described above.

Exchange Expiration Date; Extensions

The expiration date of the exchange offer is                 , 2007 at 5:00 p.m., New York City time. We may extend the exchange offer in our sole discretion. If we extend the exchange offer, the exchange expiration date will be the latest date and time to which the exchange offer is extended. We will notify the exchange agent of any extension by oral or written notice and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled exchange expiration date.

We expressly reserve the right, in our sole and absolute discretion:

•   to delay accepting any outstanding notes;

•   to extend the exchange offer;

•   if any of the conditions under “—Conditions of the Exchange Offer” have not been satisfied, to terminate the exchange offer; and

•   to waive any condition or otherwise amend the terms of the exchange offer in any manner.

If the exchange offer is amended in a manner we deem to constitute a material change, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes. Any delay in acceptance, extension, termination or amendment will be followed promptly by an oral or written notice of the event to the exchange agent. We will also make a public announcement of the event. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to a national news service.

Terms of the Exchange Offer

We are offering, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange $1,000 in principal amount of exchange notes for each $1,000 in principal amount of the outstanding notes. We will accept for exchange any and all outstanding notes that are validly tendered and not properly withdrawn on or before 5:00 p.m., New York City time, on the exchange expiration date. Tenders of the outstanding notes may be withdrawn at any time before 5:00 p.m., New York City time, on the exchange expiration date. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. However, the exchange offer is subject to the terms of the registration rights agreement and the satisfaction of the conditions described under “—Conditions of the Exchange Offer.” Outstanding notes may be tendered only in multiples of $1,000. Holders of outstanding notes may tender less than the aggregate principal amount represented by their outstanding notes if they appropriately indicate this fact on the letter of transmittal accompanying the tendered outstanding notes or indicate this fact under the procedures for book-entry transfer described below.

As of the date of this prospectus, $110 million in aggregate principal amount of the outstanding notes were outstanding. Solely for reasons of administration, we have fixed the close of business on                 , 2007 as the record date for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. There will be no fixed record date for determining the eligible holders of the outstanding notes who are entitled to participate in the exchange offer.

We will be deemed to have accepted validly tendered outstanding notes when, as and if we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of outstanding notes and for purposes of receiving the exchange notes from us. If any tendered

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outstanding notes are not accepted for exchange because of an invalid tender or otherwise, certificates for the unaccepted outstanding notes will be returned, without expense, to the tendering holder promptly after the exchange expiration date.

Holders of outstanding notes do not have appraisal or dissenters’ rights under applicable law or the indenture as a result of the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations under the Exchange Act, including Rule 14e-1.

Holders who tender their outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, following the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes under the exchange offer. We will pay all charges and expenses, other than transfer taxes in some circumstances, in connection with the exchange offer. See “—Fees and Expenses” for more information about the costs of the exchange offer.

We do not make any recommendation to holders of outstanding notes as to whether they should tender any of their outstanding notes under the exchange offer. In addition, no one has been authorized to make any recommendation. Holders of outstanding notes must make their own decision whether to participate in the exchange offer and, if the holder chooses to participate in the exchange offer, the aggregate principal amount of outstanding notes to tender, after reading carefully this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

Conditions of the Exchange Offer

You must tender your outstanding notes in accordance with the requirements of this prospectus and the letter of transmittal in order to participate in the exchange offer.

Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange any outstanding notes, and we may terminate or amend the exchange offer, if we are not permitted to effect the exchange offer under applicable law or any interpretation of applicable law by the staff of the SEC. If any of these events or conditions occur, we may, subject to applicable law, terminate the exchange offer and return all outstanding notes tendered for exchange or we may waive any condition or amend the terms of the exchange offer.

We expect that the above conditions will be satisfied. The above conditions are for our sole benefit and may be waived by us at any time in our sole discretion. Our failure at any time to exercise any of the above rights will not be a waiver of those rights and each right will be deemed an ongoing right that may be asserted at any time, provided that all conditions to the exchange offer must be satisfied or waived before the expiration of the exchange offer.

Interest

Each exchange note will bear interest from the most recent date to which interest has been paid or duly provided for on the outstanding note surrendered in exchange for the exchange note or, if no interest has been paid or duly provided for on the outstanding note, from February 6, 2007. Holders of the outstanding notes whose outstanding notes are accepted for exchange will not receive accrued interest on their outstanding notes for any period from and after the last interest payment date to which interest has been paid or duly provided for on their outstanding notes prior to the original issue date of the exchange notes or, if no interest has been paid or duly provided for, will not receive any accrued interest on their outstanding notes, and will be deemed to have waived the right to receive any interest on their outstanding notes accrued from and after such interest payment date or, if no such interest has been paid or duly provided for, from and after February 6, 2007.

Procedures for Tendering Outstanding Notes

The tender of a holder’s outstanding notes and our acceptance of the outstanding notes will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and the letter of transmittal. Unless a holder tenders outstanding notes according to the

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guaranteed delivery procedures or the book-entry procedures described below, the holder must transmit the outstanding notes, together with a properly completed and executed letter of transmittal and all other documents required by the letter of transmittal, to the exchange agent at its address before 5:00 p.m., New York City time, on the exchange expiration date. The method of delivery of outstanding notes, letters of transmittal and all other required documents is at the election and risk of the tendering holder. If delivery is by mail, we recommend delivery by registered mail, properly insured, with return receipt requested. Instead of delivery by mail, we recommend that each holder of outstanding notes use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery.

Any beneficial owner of the outstanding notes whose notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender outstanding notes in the exchange offer should contact that registered holder promptly and instruct that registered holder to tender the notes on its behalf. If the beneficial owner wishes to tender directly, it must, prior to completing and executing the letter of transmittal and tendering outstanding notes, make appropriate arrangements to register ownership of the outstanding notes in its name. Beneficial owners should be aware that the transfer of registered ownership may take considerable time.

Any financial institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent’s account in accordance with DTC’s procedures for the transfer. To be timely, book-entry delivery of outstanding notes requires receipt of a confirmation of a book-entry transfer before the exchange expiration date. Although delivery of the outstanding notes may be effected through book-entry transfer into the exchange agent’s account at DTC, unless an agent’s message is received by the exchange agent in compliance with the Automated Tender Offer Program of DTC, or “ATOP”, as described below, the letter of transmittal, properly completed and executed, with any required signature guarantees and any other required documents or an agent’s message, as described below, must in any case be delivered to and received by the exchange agent at its address on or before the exchange expiration date, or the guaranteed delivery procedure set forth below must be complied with. Delivery of documents to DTC does not constitute delivery to the exchange agent.

DTC has confirmed that the exchange offer is eligible for ATOP. Accordingly, participants in ATOP may, instead of physically completing and signing the applicable letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer outstanding notes to the exchange agent in accordance with ATOP procedures for transfer. DTC will then send an agent’s message to the exchange agent.

The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from a participant in ATOP that is tendering outstanding notes that are the subject of the book-entry confirmation; that the participant has received and agrees to be bound by the terms of the applicable letter of transmittal or, in the case of an agent’s message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and that we may enforce the agreement against that participant.

Each signature on a letter of transmittal or a notice of withdrawal must be guaranteed unless the outstanding notes are tendered:

•   by a registered holder who has not completed the box entitled “Special Issuance Instructions: or the box entitled “Special Delivery Instructions;” or

•   for the account of an eligible institution, as described below.

If a signature on a letter of transmittal or a notice of withdrawal is required to be guaranteed, the signature must be guaranteed by a participant in a recognized medallion signature program. If the letter of transmittal is signed by a person other than the registered holder of the outstanding notes, the outstanding notes surrendered for exchange must be endorsed by the registered holder, with the signature guaranteed by a medallion signature guarantor. If any letter of transmittal, endorsement, bond power, power of attorney or any

34

other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should sign in that capacity when signing. The person must submit to us evidence satisfactory, in our sole discretion, of his or her authority to so act unless we waive the requirement.

As used in this prospectus with respect to the outstanding notes, a “registered holder” is any person in whose name the outstanding notes are registered on the books of the registrar. An “eligible institution” is a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other “eligible guarantor institution” as such term is defined in Rule 17Ad-15 under the Exchange Act.

We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of outstanding notes tendered for exchange. Our determination will be final and binding. We reserve the absolute right to reject outstanding notes not properly tendered and to reject any outstanding notes if acceptance might, in our judgment or our counsel’s judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to particular outstanding notes at any time, including the right to waive the ineligibility of any holder who seeks to tender outstanding notes in the exchange offer.

Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes for exchange must be cured within the period of time as we determine. Neither we nor the exchange agent is under any duty to give notification of defects in the tenders nor will we or the exchange agent incur any liability for failure to give the notification. The exchange agent will use reasonable efforts to give notification of defects or irregularities with respect to tenders of outstanding notes for exchange but will not incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed to have been made until the irregularities have been cured or waived.

By tendering, you will represent to us that, among other things:

•   you are not our “affiliate,” as defined in Rule 405 under the Securities Act;

•   you will acquire the exchange notes in the ordinary course of your business;

•   you are not a broker-dealer that acquired your outstanding notes directly from us in order to resell them in reliance on Rule 144A of the Securities Act or any other available exemption under the Securities Act;

•   if you are a broker-dealer that acquired your outstanding notes as a result of market-making or other trading activities, you will deliver a prospectus in connection with any resale of the exchange notes; and

•   you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes.

In connection with a book-entry transfer, each participant will confirm that it makes the representations and warranties contained in the letter of transmittal.

Guaranteed Delivery Procedures

If you wish to tender your outstanding notes and:

•   your outstanding notes are not immediately available;

•   you are unable to deliver on time your outstanding notes or any other document that you are required to deliver to the exchange agent; or

•   you cannot complete the procedures for delivery by book-entry transfer on time;

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you may tender your outstanding notes according to the guaranteed delivery procedures described in the letter of transmittal. Those procedures require that:

•   tender must be made by or through an eligible institution and a notice of guaranteed delivery must be signed by the holder;

•   on or before the exchange expiration date, the exchange agent must receive from the holder and the eligible institution a properly completed and executed notice of guaranteed delivery by facsimile, mail or hand delivery containing the name and address of the holder, the certificate number or numbers of the tendered outstanding notes, the principal amount of tendered outstanding notes, a statement that the tender is being made, and a guarantee that within three business days after the exchange expiration date, the certificates representing the outstanding notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•   properly completed and executed documents required by the letter of transmittal and the tendered outstanding notes in proper form for transfer or confirmation of a book-entry transfer of the outstanding notes into the exchange agent’s account at DTC must be received by the exchange agent within three business days after the expiration date of the exchange offer.

Any holder who wishes to tender outstanding notes under the guaranteed delivery procedures must ensure that the exchange agent receives the notice of guaranteed delivery and letter of transmittal relating to the outstanding notes before 5:00 p.m., New York City time, on the exchange expiration date.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept outstanding notes that are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the exchange expiration date. The exchange notes will be delivered promptly after the exchange expiration date. For purposes of the exchange offer, we will be deemed to have accepted validly tendered outstanding notes when, as and if we have given notice to the exchange agent.

Withdrawal Rights

Tenders of the outstanding notes may be withdrawn at any time before 5.00 p.m. New York City time, on the exchange expiration date. To withdraw a tender of outstanding notes in the exchange offer, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth under “—The Exchange Agent; Assistance” or a properly transmitted “Request Message” through ATOP must be received by the exchange agent at any time before 5:00 p.m., New York City time, on the exchange expiration date. Any such notice of withdrawal must:

•   specify the name of the person having deposited the outstanding notes to be withdrawn;

•   identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;

•   other than a notice transmitted through ATOP, be signed by the holder in the same manner as the original signature on the letter of transmittal by which outstanding notes were tendered, including any required signature guarantees, or be accompanied by a bond power in the name of the person withdrawing the tender, in satisfactory form as determined by us in our sole discretion, executed by the registered holder, with the signature guaranteed by a medallion signature guarantor, together with the other documents required upon transfer by the indenture; and

•   specify the name in which the outstanding notes are to be re-registered, if different from the person who deposited the outstanding notes to be withdrawn.

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All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, in our sole discretion, which determinations will be final and binding on all parties. Any outstanding notes withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and will be returned to the holder without cost promptly after withdrawal. Properly withdrawn outstanding notes may be retendered following the procedures described under “—Procedures for Tendering Outstanding Notes” at any time on or before the exchange expiration date.

The Exchange Agent; Assistance

Wells Fargo Bank, National Association is the exchange agent. Wells Fargo Bank National Association is also the trustee under the indenture governing the outstanding notes and the exchange notes. All tendered outstanding notes, executed letters of transmittal and other related documents should be directed to the exchange agent. Questions and requests for assistance and requests for additional copies of the prospectus, the letter of transmittal and other related documents should be addressed to the exchange agent as follows:

By Registered or Certified Mail,
Overnight Delivery, or Hand Delivery:
Wells Fargo Bank, National Association Corporate Trust Department
707 Wilshire Blvd., 17th Floor
Los Angeles, CA 90017
Attention: Maddy Hall, Assistant Vice President By Facsimile
Transmission:
(213) 614-3355

Confirm by
Telephone:
(213) 614-2588 For Additional Information:
Wells Fargo Bank, National Association Corporate Trust Department
707 Wilshire Blvd., 17th Floor
Los Angeles, CA 90017
(213) 614-2588
Attention: Maddy Hall, Assistant Vice President

Fees and Expenses

We will bear the expenses of soliciting outstanding notes for exchange. The principal solicitation is being made by mail by the exchange agent. Additional solicitation may be made by telephone, facsimile or in person by officers and regular employees of ours and our affiliates and by persons so engaged by the exchange agent.

We will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection with its services and pay other registration expenses, including fees and expenses of the trustee under the indenture, filing fees, blue sky fees and printing and distribution expenses.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptance of the exchange offer.

We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer, then the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of those taxes or exemption is not submitted with the letter of transmittal, the amount of those transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the exchange notes.

Consequences of Not Exchanging Outstanding Notes

As a result of this exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Holders who do not tender their outstanding notes, except for limited instances involving holders of outstanding notes who are not eligible to participate in the exchange offer or who do not receive

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freely transferable exchange notes under the exchange offer, will not have any further registration rights under the registration rights agreement or otherwise and will not have rights to receive additional interest. Accordingly, any holder who does not exchange its outstanding notes for exchange notes will continue to hold the untendered outstanding notes and will be entitled to all the rights and subject to all the limitations applicable under the indenture, except to the extent that the rights or limitations, by their terms, terminate or cease to have further effectiveness as a result of the exchange offer.

Any outstanding notes that are not exchanged for exchange notes under the exchange offer will remain restricted securities within the meaning of the Securities Act. In general, the outstanding notes may be resold only:

•   to us or any of our subsidiaries;

•   inside the United States to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act;

•   inside the United States to an institutional “accredited investor,” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act;

•   outside the United States in compliance with Rule 904 under the Securities Act;

•   in reliance on the exemption from registration provided by Rule 144 under the Securities Act, if available; or

•   under an effective registration statement under the Securities Act.

Resales of the Exchange Notes

We are making the exchange offer in reliance on the position of the staff of the SEC as set forth in interpretive letters addressed to third parties in other transactions. However, we have not sought our own interpretive letter. Although there has been no indication of any change in the staff’s position, we cannot assure you that the staff of the SEC would make a similar determination with respect to the exchange offer as it has in its interpretive letters to third parties. Based on these interpretations by the staff, and except as provided below, we believe that exchange notes may be offered for resale, resold and otherwise transferred by a holder who participates in the exchange offer and is not a broker-dealer without further compliance with the registration and prospectus delivery provisions of the Securities Act. In order to receive exchange notes that are freely tradable, a holder must acquire the exchange notes in the ordinary course of its business and may not participate, or have any arrangement or understanding with any person to participate, in the distribution, within the meaning of the Securities Act, of the exchange notes. Holders wishing to participate in the exchange offer must make the representations described in “—Procedures for Tendering Outstanding Notes” above.

Any holder of outstanding notes:

•   who is our “affiliate,” as defined in Rule 405 under the Securities Act;

•   who did not acquire the exchange notes in the ordinary course of its business;

•   who is a broker-dealer that purchased outstanding notes from us to resell them under Rule 144A of the Securities Act or any other available exemption under the Securities Act; or

•   who intends to participate in the exchange offer for the purpose of distributing, within the meaning of the Securities Act, exchange notes;

will be subject to separate restrictions. Each holder in any of the above categories:

•   will not be able to rely on the interpretations of the staff of the Securities Act in the above-mentioned interpretive letters;

•   will not be permitted or entitled to tender outstanding notes in the exchange offer; and

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•   must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or other transfer of outstanding notes, unless the sale is made under an exemption from such requirements.

In addition, if you are a broker-dealer holding outstanding notes acquired for your own account, then you may be deemed a statutory “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of your exchange notes. Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it acquired the outstanding notes for its own account as a result of market-making activities or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange notes. The letter of transmittal states that, by making the above acknowledgment and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Based on the position taken by the staff of the SEC in the interpretive letters referred to above, we believe that “participating broker-dealers,” or broker-dealers that acquired outstanding notes for their own accounts, as a result of market-making or other trading activities, may fulfill their prospectus delivery requirements with respect to the exchange notes received upon exchange of outstanding notes, other than outstanding notes that represent an unsold allotment from the original sale of the outstanding notes, with a prospectus meeting the requirements of the Securities Act, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of the exchange notes. Accordingly, this prospectus, as it may be amended or supplemented, may be used by a participating broker-dealer during the period referred to below in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired by the participating broker-dealer for its own account as a result of market-making or other trading activities. Subject to the provisions of the registration rights agreement, we have agreed that this prospectus may be used by a participating broker-dealer in connection with resales of the exchange notes. See “Plan of Distribution.” Any participating broker-dealer that is our “affiliate” may not rely on these interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Each participating broker-dealer that tenders outstanding notes pursuant to the exchange offer will be deemed to have agreed, by execution of the letter of transmittal, that upon receipt of notice from us of the occurrence of any event or the discovery of any fact that makes any statement contained in or incorporated by reference into this prospectus untrue in any material respect or that causes this prospectus to omit to state a material fact necessary in order to make the statements contained in or incorporated by reference into this prospectus, in light of the circumstances under which they were made, not misleading or of the occurrence of other events specified in the registration rights agreement, the participating broker-dealer will suspend the sale of exchange notes pursuant to this prospectus until we have amended or supplemented this prospectus to correct the misstatement or omission and have furnished copies of the amended or supplemented prospectus to the participating broker-dealer or we have given notice that the sale of the exchange notes may be resumed, as the case may be.

USE OF PROCEEDS

This exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the exchange notes and have agreed to pay all expenses of the exchange offer. In exchange for issuing the exchange notes, we will receive a like principal amount of outstanding notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and cancelled and will not be reissued. Accordingly, issuing the exchange notes will not result in any increase or decrease in our outstanding debt.

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We used the net proceeds from the issuance of the outstanding notes, together with available cash on hand, to repay our

•   First Lien Credit Facility in the amount of $57.1 million, 9.4%, due 2010,

•   Second Lien Credit Facility in the amount of $20.2 million, 14.4%, due 2011,

•   Seller Note in the amount of $23.7 million, 10.4%, due 2012, and

•   Earnout due Gen Corp. Inc. in the amount of $6.0 million.

CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. Earnings included in the calculation of this ratio consists of income (loss) from continuing operations before income taxes plus fixed charges. Fixed charges consist of total interest expense and estimated interest in rental expense. Earnings were insufficient to cover fixed charges by $1.2 million and $18.9 million for fiscal 2004 and 2005, respectively, and $5.4 million for the six months ended March 31, 2006.

	Six Months Ended
	March 31,				Year Ended September 30,
	2006		2007		2002		2003		2004		2005		2006
Ratio of earnings to fixed charges		—		1.23x		3.97x		8.94x		—		—		0.38x

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CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2007 on an actual basis. Actual capitalization as of March 31, 2007 includes the effects of the acquisition of AFC business, the sale of the outstanding notes, the application of the net proceeds therefrom and the refinancing of our prior credit facility after deducting estimated expenses, discounts and commissions, all as if they had occurred on March 31, 2007.

This table should be read in conjunction with “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, which are contained in or incorporated by reference elsewhere in this prospectus.

	As of
	March 31, 2007(1)
	(Dollars in
	thousands)
Cash and Cash Equivalents	$	9,613
Debt:
First lien credit facility(2)(3)		—
Second lien credit facility(2)		—
Seller note(2)		—
Capital leases		714
Outstanding Notes	$	110,000
Total Debt		110,714
Total Stockholders’ Equity		72,972
Total Capitalization	$	183,686

(1)	The financial information gives effect to the issuance of the outstanding notes and the repayment of the balance under the First Lien term loan (including the application in October 2006 of $6.5 million net proceeds from the sale of our ownership interest in ESI) and the Second Lien term loan. In connection with the repayment of the First Lien Credit Facility, the Second Lien Credit Facility and the Seller Note, we recorded a write-off of deferred financing costs and paid a prepayment penalty totaling $2.7 million.
(2)	The Second Lien Credit Facility and the Seller Note were repaid in full with a portion of the net proceeds of the sale of the outstanding notes. We used a portion of the proceeds of that offering to repay our borrowings under the First Lien Credit Facility and we amended and restated such facility into our “Revolver Credit Facility,” with borrowing capacity of up to $20.0 million.
(3)	We completed the sale of our interest in ESI, effective September 30, 2006, for $7.5 million. The ESI net sale proceeds of $6.5 million were collected in October 2006 and applied to repaying the term loan under our First Lien Credit Facility.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial information as of the end of and for each of the five fiscal years in the period ended September 30, 2006 are derived from our audited consolidated financial statements. Our audited consolidated financial statements as of September 30, 2006 and 2005, and for each of the three fiscal years in the period ended September 30, 2006, are incorporated by reference elsewhere in this prospectus.

The unaudited selected consolidated statement of operations data for the six months ended March 31, 2007 and 2006 and the unaudited selected consolidated balance sheet data as of March 31, 2007 and 2006 are derived from our unaudited condensed consolidated financial statements incorporated by reference elsewhere in this prospectus, which in the opinion of management, contains all adjustments necessary for a fair presentation of the consolidated financial data. Operating results for these periods are not necessarily indicative of the results of operations for a full year.

The selected information below should be read in conjunction with: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the audited consolidated financial statements, unaudited condensed consolidated financial statements, the related notes, and the other financial information, incorporated by reference elsewhere in this prospectus.

	Six Months					Fiscal Year Ended
	Ended March 31,					September 31,
	2006			2007		2002		2003		2004			2005			2006
	(Dollars in thousands)
STATEMENT OF OPERATIONS DATA(a)(b):
Revenues	$	56,262		$	78,477	$	73,588	$	68,866	$	51,458		$	67,813		$	141,904
Cost of Revenues		39,357			49,358		43,529		37,349		34,402			43,916			97,043
Gross Profit		16,905			29,119		30,059		31,517		17,056			23,897			44,861
Operating Expenses		16,281			18,604		13,776		14,480		18,980			21,805			38,202
Environmental Remediation Charge		2,800			—		—		—		—			22,400			3,600
Operating Income (Loss)		(2,176	)		10,515		16,283		17,037		(1,924	)		(20,308	)		3,059
Interest and Other Income		923			184		3,235		984		(693	)		(1,398	)		10,362
Interest Expense		4,125			6,460		149		1,522		—			—			—
Debt Repayment Charges		—			2,714		—		—		—			—			—
Income (Loss) from Continuing Operations before Income Tax		(5,378	)		1,525		12,899		14,531		(1,231	)		(18,910	)		(7,303	)
Income Tax Expense (Benefit)		(1,982	)		768		4,257		4,958		(2,160	)		(8,367	)		(4,300	)
Income (Loss) from Continuing Operations	$	(3,396	)	$	757	$	8,642	$	9,573	$	929		$	(10,543	)	$	(3,003	)
Earnings (Loss) per Share from Continuing Operations:
Basic	$	(0.47	)	$	0.10	$	1.21	$	1.32	$	0.13		$	(1.45	)	$	(0.41	)
Diluted	$	(0.47	)	$	0.10	$	1.18	$	1.30	$	0.13		$	(1.45	)	$	(0.41	)
Dividends Declared per Share	$	—		$	—	$	—	$	0.42	$	—		$	—		$	—
BALANCE SHEET DATA (AT PERIOD END)(a)(b):
Cash and Cash Equivalents	$	7,997		$	9,613	$	65,826	$	27,140	$	23,777		$	37,213		$	6,872
Inventories and Receivables		59,402			71,335		21,156		22,885		30,058			26,390			59,229
Property, Plant and Equipment, Net		117,541			117,652		7,918		9,223		16,573			15,646			119,746
Intangible Assets, net		24,011			8,682		21,297		17,579		13,679			9,763			14,237
Total Assets		238,232			241,214		131,971		101,685		101,576			115,000			239,455
Working Capital		33,671			52,221		81,783		42,599		45,741			49,235			33,421
Long-term Debt(c)		103,460			110,485		40,600		—		—			—			97,771

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(a)	As discussed in Note 2 to our audited consolidated financial statements incorporated by reference elsewhere in this prospectus, we acquired the AFC business effective November 30, 2005 and the Aerojet’s in-space propulsion business effective October 1, 2004.
(b)	As discussed in Note 1 to our audited consolidated financial statements incorporated by reference elsewhere in this prospectus, the consolidation of ESI as of March 31, 2004 significantly changes various line items of our balance sheet, statement of operations and cash flow presentations as compared to financial presentations in earlier reports. As discussed in Note 14 to our consolidated financial statements incorporated by reference elsewhere in this prospectus, effective September 30, 2006, we sold our interest in ESI. Revenues and expenses associated with ESI’s operations are classified as discontinued operations for all periods presented.
(c)	As discussed in Note 6 to our audited consolidated financial statements incorporated by reference elsewhere in this prospectus, we entered into debt agreements regarding the First Lien Credit Facility, Second Lien Credit Facility and Seller Note in connection with our acquisition of the AFC business in November 2005.

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Quarterly Results of Operations
(unaudited)

You should read the following tables presenting our unaudited quarterly results of operations in conjunction with the consolidated financial statements and related notes incorporated by reference elsewhere in this prospectus. We have prepared the unaudited information on the same basis as our audited consolidated financial statements. You should also keep in mind, as you read the following tables, that our operating results for any quarter are not necessarily indicative of results for any future quarters or for a full year.

The following table presents our unaudited quarterly results of operations for the ten fiscal quarters ended March 31, 2007. This table includes all adjustments, consisting only of normal recurring adjustments, that we consider necessary for fair presentation of our operating results for the quarters presented.

	Three Months Ended
	Dec. 31,			Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,			Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,		Mar. 31,
	2004			2005			2005			2005			2005			2006			2006			2006			2006		2007
Revenues	$	14,700		$	14,354		$	12,580		$	26,179		$	16,485		$	39,777		$	42,840		$	42,802		$	34,888	$	43,589
Cost of Revenues		9,881			8,959			9,517			15,559			12,139			27,218			30,931			26,755			21,980		27,378
Gross Profit		4,819			5,395			3,063			10,620			4,346			12,559			11,909			16,047			12,908		16,211
Operating Expenses		5,554			6,115			5,793			4,343			5,465			10,816			10,187			11,734			8,513		10,091
Environmental Charge		—			—			22,400			—			—			2,800			—			800			—		—
Operating Income (Loss)		(735	)		(720	)		(25,130	)		6,277			(1,119	)		(1,057	)		1,722			3,513			4,395		6,120
Interest and Other Income		109			148			176			965			875			48			55			91			94		90
Interest Expense		—			—			—			—			1,069			3,056			3,280			4,026			3,303		3,157
Debt Repayment Charges		—			—			—			—			—			—			—			—			—		2,714
Income (Loss) from Continuing Operations before Income Tax		(626	)		(572	)		(24,954	)		7,242			(1,313	)		(4,065	)		(1,503	)		(422	)		1,186		339
Income Tax Expense (Benefit)		(253	)		(205	)		(9,241	)		1,332			(523	)		(1,459	)		(642	)		(1,676	)		547		221
Income (Loss) from Continuing Operations		(373	)		(367	)		(15,713	)		5,910			(790	)		(2,606	)		(861	)		1,254			639		118
Income (Loss) from Discontinued Operations, Net of Tax		(221	)		64			(79	)		(466	)		(515	)		268			(192	)		(452	)		—		—
Extraordinary Gain, Net of Tax		1,622			—			—			(68	)
Net Income (Loss)	$	1,028		$	(303	)	$	(15,792	)	$	5,376		$	(1,305	)	$	(2,338	)	$	(1,053	)	$	802		$	639	$	118

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The following table sets forth our results of operations as a percentage of total revenue for the periods shown:

	Three Months Ended
	Dec. 31,			Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,			Mar. 31,			Jun. 30,			Sep. 30,			Dec. 31,			Mar. 31,
	2004			2005			2005			2005			2005			2006			2006			2006			2006			2007
Revenues		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Cost of Revenues		67	%		62	%		76	%		59	%		74	%		68	%		72	%		63	%		63	%		63	%
Gross Profit		33	%		38	%		24	%		41	%		26	%		32	%		28	%		37	%		37	%		37	%
Operating Expenses		38	%		43	%		46	%		17	%		33	%		27	%		24	%		27	%		24	%		23	%
Environmental Charge		0	%		0	%		178	%		0	%		0	%		7	%		0	%		2	%		0	%		0	%
Operating Income (Loss)		(5	%)		(5	%)		(200	%)		24	%		(7	%)		(3	%)		4	%		8	%		13	%		14	%
Interest and Other Income		1	%		1	%		1	%		4	%		5	%		0	%		0	%		0	%		0	%		0	%
Interest Expense		0	%		0	%		0	%		0	%		6	%		8	%		8	%		9	%		9	%		7	%
Debt Repayment Charges		0	%		0	%		0	%		0	%		0	%		0	%		0	%		0	%		0	%		6	%
Income (Loss) from Continuing Operations before Income Tax		(4	%)		(4	%)		(198	%)		28	%		(8	%)		(10	%)		(4	%)		(1	%)		3	%		1	%
Income Tax Expense (Benefit)		(2	%)		(1	%)		(73	%)		5	%		(3	%)		(4	%)		(1	%)		(4	%)		2	%		1	%
Income (Loss) from Continuing Operations		(3	%)		(3	%)		(125	%)		23	%		(5	%)		(7	%)		(2	%)		3	%		2	%		0	%
Income (Loss) from Discontinued Operations, Net of Tax		(2	%)		0	%		(1	%)		(2	%)		(3	%)		1	%		(0	%)		(1	%)		0	%		0	%
Extraordinary Gain, Net of Tax		11	%		0	%		0	%		(0	%)		0	%		0	%		0	%		0	%		0	%		0	%
Net Income (Loss)		7	%		(2	%)		(126	%)		21	%		(8	%)		(6	%)		(2	%)		2	%		2	%		0	%

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BUSINESS

Overview

We are a leading manufacturer of specialty and fine chemicals within our focused markets. Our specialty chemicals and aerospace equipment products are utilized in national defense programs and provide access to, and movement in, space, via solid fuel and propulsion thrusters. Our fine chemicals products represent the key active ingredient in certain anti-viral, oncology and central nervous system drug applications. Our technical and manufacturing expertise and customer service focus has gained us a reputation for quality, reliability, technical performance and innovation. Given the mission critical nature of our products, we maintain long-standing strategic customer relationships. We work collaboratively with our customers to develop customized solutions that meet rigorous federal regulatory standards. We generally sell our products through long-term contracts under which we are the sole source or dual source supplier.

We are the exclusive North American provider of Grade I ammonium perchlorate, or “AP,” which is the predominant oxidizing agent for solid fuel rockets, booster motors and missiles used in space exploration, commercial satellite transportation and national defense programs. In order to diversify our business and leverage our strong technical and manufacturing capabilities, we have made two strategic acquisitions over the last two fiscal years. Each of these acquisitions provided long-term customer relationships with sole source and dual source contracts and a leadership position in a growing market. On October 1, 2004, we acquired Aerojet-General Corporation’s in-space propulsion business, or “ISP,” which is now our Aerospace Equipment segment. Our Aerospace Equipment segment is one of only two North American manufacturers of in-space propulsion systems and propellant tanks. On November 30, 2005, we acquired GenCorp Inc.’s fine chemical business, or the “AFC business,” which is now our Fine Chemicals segment. Our Fine Chemicals segment is a leading manufacturer of certain active pharmaceutical ingredients, or “APIs,” and registered intermediates for pharmaceutical and biotechnology companies. Both of these businesses have been successfully integrated, have improved their profitability and have generated strong revenue growth since their acquisition.

Our Business Segments

Our operations comprise four reportable business segments: (i) Specialty Chemicals, (ii) Fine Chemicals, (iii) Aerospace Equipment and (iv) Other Businesses. The following table reflects the revenue contribution percentage by business segment and each of their major product lines for the years ended September 30.

	2004		2005		2006
Specialty Chemicals:
Perchlorates		85%		65%		28%
Sodium azide		6%		3%		2%
Halotron		5%		6%		3%
Total Specialty Chemicals		96%		74%		33%
Fine Chemicals		0%		0%		52%
Aerospace Equipment		0%		18%		12%
Other Businesses:
Real estate		1%		5%		1%
Water treatment equipment		3%		3%		2%
Total Other Businesses		4%		8%		3%
Total Revenues		100%		100%		100%

Please see discussions in Note 12 to our audited consolidated financial statements for the fiscal year ended September 30, 2006, incorporated by reference elsewhere in this prospectus for a discussion on financial information on our segments and financial information about geographic areas for the past three fiscal years.

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Specialty Chemicals

Our Specialty Chemicals business segment is principally engaged in the production of AP, which is a type of perchlorate. In addition, we produce and sell sodium azide, a chemical used in pharmaceutical manufacturing and historically the primary component of gas generators used in certain automotive airbag safety systems, and Halotron, a chemical used in fire extinguishing systems ranging from portable fire extinguishers to airport firefighting vehicles.

We have supplied AP for use in space and defense programs for over 40 years and we have been the exclusive AP supplier in North America since 1998. A significant number of existing and planned space launch vehicles use solid fuel and thus depend, in part, upon our AP. Many of the rockets and missiles used in national defense programs are also powered by solid fuel. Currently, our largest programs are the Minuteman missile, the Standard missile and the Atlas family of commercial rockets.

ATK is our biggest AP customer. During fiscal 2006, ATK’s AP purchase projection, in combination with the purchase projections of our other customers, fell below the volumes provided for under our contract with ATK. Based on the expected lower volumes and certain other factors, we negotiated an amendment with ATK in 2006 to obtain fair and reasonable pricing for volumes less than the 8 million pounds provided in the then existing contract. Under the amended contract, ATK is required to purchase all of its AP from us through 2013 and unit prices are more favorable to us at lower volumes. Unit prices vary inversely with the quantity of AP sold by us annually to all of our customers between 3 million and 20 million pounds per year. Additionally, prices escalate each year for all volumes covered under the contract. We believe this amended contract provides our Specialty Chemicals segment significant stability.

We believe that over the next several years, overall demand for AP will be relatively level as compared to fiscal 2006 demand based on current U.S. Department of Defense, or “DOD,” production programs. In addition, AP demand could increase if there is a substantial increase in Space Shuttle flights or the development of several contemplated programs under the U.S. proposed long-term human and robotic program to explore the solar system, starting with a return to the Moon. We believe that our stable revenue from AP, combined with the segment’s profitability and minimal capital expenditures, should provide us with stable cash flow from our Specialty Chemicals business.

Fine Chemicals

Our Fine Chemicals business segment is a manufacturer of APIs and registered intermediates. The pharmaceutical ingredients that we manufacture are used by our customers in drugs with indications in three primary areas: anti-viral, oncology, and central nervous system. We generate nearly all of our Fine Chemicals sales from manufacturing chemical compounds that are proprietary to our customers. We operate in compliance with the U.S. Food and Drug Administration’s, or “FDA’s,” current Good Manufacturing Practices, or “cGMP.” Our Fine Chemicals segment focuses on high growth markets where our technology position, combined with our chemical process and development and engineering expertise, leads to strong customer allegiances and limited competition.

We have distinctive competencies and specialized engineering capabilities in chiral separation, highly potent/cytotoxic compounds and energetic and nucleoside chemistries and have invested significant resources in our facilities and technology base. We believe we are the U.S. leader in chiral compound production using the first commercial-scale simulated moving bed, or “SMB,” technology in the U.S. and own and operate two large-scale SMB machines, one of which is among the largest in the world operating under cGMP. SMB is utilized to produce compounds used in drugs treating central nervous system disorders. We believe our distinctive competency in handling energetic and toxic chemicals and our specialized high containment facilities provides us a significant competitive advantage in competing for 52 various opportunities associated with highly potent/cytotoxic compounds, such as drugs used for oncology. Due to our significant experience and specially engineered facilities, we are one of the few companies in the world with the capability to use energetic chemistry on a commercial-scale under cGMP. We use this capability in development and production of anti-viral drugs, including HIV-related and influenza- combating drugs.

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We have established long-term, sole source and dual source contracts, which help provide us with earnings stability and visibility. In addition, the inherent nature of custom pharmaceutical fine chemical manufacturing encourages stable, long-term customer relationships. We work collaboratively with our customers to develop reliable, cost-effective, custom solutions. Once a customer establishes a production process with us, there are several potential barriers that discourage transferring the manufacturing method to an alternative supplier, including the following:

•   Alternative Supply May Not Be Readily Available.  We are the sole source supplier on a majority of our fine chemicals products.

•   Regulatory Approval.  Applications to and approvals from the FDA and other regulatory authorities generally require the chemical contractor to be named. Switching contractors may require additional regulatory approval and can take as long as 18 months.

•   Significant Financial Costs.  Switching contractors can result in significant costs associated with technology transfer, process validation and re-filing with the FDA and other regulatory authorities.

We believe that growth in our pharmaceutical markets is being driven by the increase in HIV-related drugs, a robust development pipeline for anti-cancer drugs, most of which will utilize high-potency compounds, and the FDA requiring more of these drugs to be chirally pure.

Aerospace Equipment

Our Aerospace Equipment business segment is one of two North American manufacturers of monopropellant or bipropellant propulsion systems and thrusters for satellites and launch vehicles, and is one of the world’s major producers of bipropellant thrusters for satellites. Our products are utilized on various satellite and launch vehicle programs such as Space Systems/Loral’s 1300 series geostationary satellites.

The aerospace equipment market is expected to grow over the next several years. Growth areas include missile defense programs and the commercial satellite segment, which is expecting steady growth over the next four years as a result from broadband, HDTV and communications applications.

Other Businesses

Our Other Businesses segment includes the production of water treatment equipment, including equipment for odor control and disinfection of water, and real estate operations. In fiscal 2005, we completed the sale of all real estate assets that were targeted for sale and do not anticipate significant real estate sales activity in the future.

Our Strategy

With our competitive advantage of being the only manufacturer or one of a few manufacturers in industries with significant barriers to entry, our strong customer relationships, our special manufacturing capabilities, our significant revenue visibility through the long term contracts covering most of our products, our balanced portfolio of products and our experienced management team, we expect to grow our business focusing on the following strategies.

Leverage Our Leadership Positions within Existing Markets

We plan to continue leveraging our extensive technical and manufacturing expertise in order to maintain our leadership positions within our existing markets. We believe the characteristics of each of our segments, combined with our history of manufacturing excellence, can lead to a higher level of profitability than many other chemicals companies.

Specialty Chemicals.  We intend to maintain our established leadership in AP production through a continued focus on existing programs, as well as on the award of new programs utilizing AP. Current DOD production programs and the benefits associated with our recently amended long-term pricing agreement with

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ATK provide us a level of stability regarding our AP revenues. In addition to these production programs, several DOD and NASA programs that would utilize solid rocket propellants are under consideration. Examples of potential opportunities include the completion and operation of the International Space Station, refurbishment of defense missile systems through programs such as the Minuteman III Propulsion Replacement Program, increased defense and commercial satellite launch activity and the long-term development of the Crew Exploration Vehicle, NASA’s proposed replacement for the Space Shuttle. We are well positioned to benefit from programs using solid rocket propellant, due to our status as the exclusive producer of AP in North America.

Fine Chemicals.  We are focused on building upon our core competencies in segments of the pharmaceutical market that are expected to generate strong, sustained growth, which we believe will provide us growth opportunities from our existing customers as well as select new customers. In addition to growing the sales of our existing products, we continue to pursue low-risk, cost-effective opportunities from partnering with our pharmaceutical and biotechnology customers to develop new products, applications, and end-markets for our fine chemicals compounds. We work very closely with these pharmaceutical and biotechnology companies in developing drugs in Phase I/II clinical trials. This allows us to introduce our technology into the process and generate revenue prior to commercialization of the end product. We are currently working with our ethical drug manufacturer customers on over 15 products that are being used in various stages of clinical trials (Phase I — III) and are focusing our R&D efforts to further increase the number of similar new business opportunities.

Aerospace Equipment.  We intend to continue to grow our revenues in this market through a focus on existing programs, as well as on the award of new programs in expected growth areas such as commercial satellites and missile defense. With our focus on advanced products and our low cost emphasis, we intend to increase our market share with the major satellite suppliers through our recently introduced Platinum-Rhodium 5 lbf thruster. In addition, we continue to pursue new market opportunities for our products in the satellite propulsion systems market. We also had a recent success in penetrating the National Missile Defense market with a contract award on the Low Cost Kill Vehicle program.

Preserve and Build Strong Customer Relationships

We plan to continue to build upon our existing customer relationships and develop select new customer relationships through our focus on technical expertise, manufacturing capabilities and customer service. Because of the custom nature of our products, we target customers with whom we can become a strategic partner. By focusing on a select customer base where we can provide value-added, technical expertise, we believe we are able to generate relationships in which our products and manufacturing know-how are imbedded within the final end-product. We believe this strategy has led to our portfolio of sole source and dual source contracts with significant barriers to entry and positions us to create additional business opportunities with existing customers.

Develop New Products and Technologies

We actively search for opportunities to apply our core competencies and technologies to develop new revenue generating activities. In addition to our internal research and product development activities and our strong relationships with our customers, we maintain collaborative research relationships with some of the leading science and engineering universities in the country. We believe that, in addition to capitalizing on opportunities in our core businesses, pursuing opportunities like these will result over the longer term in profitable growth as we leverage our technical expertise and existing asset base developed from our core product lines.

Pursue Growth Opportunities Organically and through Selective Acquisitions

We plan to selectively pursue expansion opportunities, thereby capitalizing on the expected growth within our core competencies. When evaluating capital investment opportunities, we focus on projects that are either supported by long-term contracts or improve our profitability under existing contracts through increased

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efficiency. With regard to potential long-term contracts which require us to make significant upfront capital investments, our goal is to recover all or most of such investment through the pricing of products over the life of the contract. We will also continue to evaluate select strategic acquisitions within our existing markets to complement our organic growth opportunities. Selective acquisitions enable us to gain manufacturing economies of scale, broaden our customer and product bases, and access complementary technologies.

Our Specialty Chemicals Segment

Perchlorate Chemicals

In March 1998, we acquired certain assets and rights of Kerr-McGee Chemical Corporation, or “Kerr-McGee,” related to its production of AP (the “Acquisition”). By virtue of the Acquisition, we became the sole commercial producer of Grade I AP in North America.

Market.  AP is the predominant oxidizing agent for solid fuel rockets, booster motors and missiles used in space exploration, commercial satellite transportation and national defense programs. A significant number of existing and planned launch vehicles providing access to space use solid fuel and thus depend, in part, upon AP. Many of the rockets and missiles used in national defense programs are also powered by solid fuel.

We have supplied AP for use in space and defense programs for over 40 years. Today, our principal space customers are Alliant Techsystems, Inc., or “ATK,” for the Minuteman Program, Space Shuttle Program and the Delta family of commercial rockets, and Aerojet for the Atlas family of commercial rockets. We also supply AP for use in a number of defense programs, including Navy Standard Missile, Patriot missile, and Multiple Launch Rocket System programs. We have supplied AP to various foreign defense programs and commercial space programs, although AP is subject to strict export license controls.

Since the 1990s, demand for perchlorate chemicals has been declining. The suspension of Space Shuttle missions after the Columbia disaster in February 2003 further reduced sales volume of our Grade I AP products.

We believe that over the next several years, overall demand for Grade I AP will be relatively level as compared to fiscal 2006 demand and largely driven by requirements for the Minuteman program which should provide a stable base for our Grade I AP revenues. Grade I AP demand could also be influenced if there is a substantial increase in Space Shuttle flights. However, it is our expectation that our customers’ Grade I AP inventories are currently sufficient to sustain nominal Space Shuttle activity for the next several years.

We have no ability to influence the demand for Grade I AP. In addition, demand for Grade I AP is program specific and dependent upon, among other things, governmental appropriations. Any decision to delay, reduce or cancel programs could have a significant adverse effect on our results of operations, cash flow and financial condition.

The U.S. has proposed a long-term human and robotic program to explore the solar system, starting with a return to the moon. This program will require the development of new space exploration vehicles that may likely stimulate the demand for Grade I AP. As a consequence of these new space initiatives, as well as other factors, including the completion and utilization of the International Space Station, or “ISS,” the long-term demand for Grade I AP may be driven by the timing of the retirement of the Space Shuttle fleet, the development of the new crew launch vehicle, or “CLV,” and the number of CLV launches, and the development and testing of the new heavy launch vehicle, or “HLV,” used to transport materials and supplies to the ISS and the moon, and the number of HLV launches.

We also produce and sell a number of other grades of AP and different types and grades of sodium and potassium perchlorates (collectively “other perchlorates”). Other perchlorates have a wide range of prices per pound, depending upon the type and grade of the product. Other perchlorates are used in a variety of applications, including munitions, explosives, propellants, and initiators. Some of these applications are in a development phase, and these initiatives may not be successful.

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Customers.  Prospective purchasers of Grade I AP consist principally of contractors in programs of NASA and the DOD. The specialized nature of the activities of these contractors restricts competitive entry by others. Therefore, there are relatively few potential customers for Grade I AP, and individual Grade I AP customers account for a significant portion of our revenues. Prospective customers also include companies providing commercial satellite launch services and agencies of foreign governments and their contractors.

In 1997, we entered into an agreement, referred to as the “Thiokol Agreement,” with the Thiokol Propulsion Division of Alcoa, or “Thiokol,” with respect to the supply of AP. The Thiokol Agreement, as amended, provides that during its term, we will maintain ready and qualified capacity and Thiokol will make all of its AP purchases from us, subject to certain conditions. The agreement established a pricing matrix under which Grade I AP unit prices varied inversely with the quantity of Grade I AP sold by us annually to all of our customers between 8 million and 28 million pounds per year.

Also in 1997, we entered into an agreement with ATK to extend an existing agreement through the year 2008, referred to as the “Bacchus Agreement.” The agreement establishes prices for any Grade I AP purchased by ATK from us during the term of the agreement as extended. Under this agreement, ATK agrees to use its efforts to cause our Grade I AP to be qualified on all new and current programs served by ATK’s Bacchus Works.

During 2001, ATK acquired Thiokol. We have agreed with ATK that the individual agreements in place prior to ATK’s acquisition of Thiokol remain in place. All Thiokol programs existing at the time of the ATK acquisition (principally the Minuteman and Space Shuttle) continue to be priced under the Thiokol Agreement. All ATK programs (principally the Delta, Pegasus and Titan) are priced under the Bacchus Agreement.

During fiscal 2006, ATK’s Grade I AP purchase projections, in combination with the Grade I AP purchase projections of our other customers, fell below the volumes provided for under the Thiokol Agreement. Based on these expectations of lower volumes and certain other factors, we negotiated an amendment to the Thiokol Agreement to obtain fair and reasonable pricing for volumes less than those that were provided in the existing Thiokol Agreement. Effective April 5, 2006, we entered into Modification #3 to the Thiokol Agreement, referred to as the “Amendment.” The Amendment extends the term of the Thiokol Agreement from 2008 to 2013, supersedes and replaces the Bacchus Agreement for the purchase of AP after the end of its term in 2008, establishes AP pricing at annual volumes of AP ranging from 3 million to 20 million pounds, and indicates certain circumstances under which the parties may terminate the contract. Under the Amendment, Grade I AP unit prices are more favorable to us at lower volumes and vary inversely with the quantity of Grade I AP sold by us annually to all of our customers between 3 million and 20 million pounds per year. Additionally, prices escalate each year for all volumes covered under the Amendment.

ATK (including Thiokol) accounted for 18%, 50%, and 51% of our consolidated revenues during fiscal 2006, 2005 and 2004, respectively.

Manufacturing Capacity and Process.  Production of AP at our manufacturing facility in Iron County, Utah commenced in July 1989. Grade I AP produced at the facility and propellants incorporating such AP have qualified for use in all programs for which testing has been conducted, including the Space Shuttle, Titan, Minuteman, Multiple Launch Rocket System, and the Delta, Pegasus and Atlas programs.

Our perchlorate chemicals facility is designed to site particular components of the manufacturing process in discrete areas of the facility. It incorporates modern equipment and materials-handling systems designed, constructed and operated in accordance with the operating and safety requirements of our customers, insurance carriers and governmental authorities.

Perchlorate chemicals are manufactured by electrochemical processes using our proprietary technology. The principal raw materials used in the manufacture of AP (other than electricity) are salt, sodium chlorate, graphite, ammonia and hydrochloric acid. All of the raw materials used in the manufacturing process are available in commercial quantities.

Competition.  Upon consummation of the Acquisition of certain assets and rights of Kerr-McGee in 1998, we became the sole North American commercial producer of Grade I AP. We are aware of production

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capacity for perchlorate chemicals (including AP) in France, Japan and possibly China and Taiwan. Although we have limited information with respect to these facilities, we believe that these foreign producers operate lower volume, higher cost production facilities and are not approved as AP suppliers for NASA or DOD programs, which represent the majority of domestic AP demand. In addition, we believe that the rigorous and sometimes costly NASA and DOD program qualification processes, the strategic nature of such programs, the high cost of constructing a perchlorate chemicals facility, and our established relationships with key customers, constitute significant hurdles to entry for prospective competitors.

Sodium Azide

In July 1990, we entered into agreements with Dynamit Nobel A.G., or “Dynamit Nobel,” under which it licensed to us its technology and know-how for the production of sodium azide, the principal component of gas generators historically used in certain automotive airbag safety systems. Thereafter, commencing in 1992, we constructed a production facility for sodium azide adjacent to our perchlorate manufacturing facility, located in Iron County, Utah.

Market.  Over the last 35 years, a number of firms have made efforts to develop automotive airbag safety systems. The initial airbag systems widely used sodium azide as the propellant in combination with other materials. The airbag market thereby became the largest consumer of sodium azide. Subsequently, a number of other non-azide based bag inflator technologies have been commercialized. These newer inflator systems have gained substantial market share so that there has been a substantial decline in the demand for sodium azide. Based upon market information received from inflator manufacturers in the last year, we expect that sodium azide use for this application will continue to decline significantly and that bag inflators using sodium azide will be phased out over a period of approximately two to three years.

We have an on-going program to evaluate and potentially commercialize the use of sodium azide in non-airbag applications. Currently, sodium azide we make is sold for use as an intermediary in the manufacture of certain tetrazoles, pharmaceuticals, and other smaller niche markets.

The methyl bromide pesticide replacement market is one such potentially new application for sodium azide we manufacture. Methyl bromide has been a widely used pesticide to control insects, mites, rodents, weeds, and other pests in over 100 crops, however, it is being phased out globally due to its harmful effect on the stratospheric ozone layer. Historically, methyl bromide has been manufactured in large quantities by a number of companies and distributed widely around the world.

Our efforts to pursue sales of a sodium azide based pesticide resulted in an experimental product line called Soil Enhancement Product, or “SEP.” SEP 100 has undergone extensive field trials on a variety of applications, including turf, cut flowers, and food crops. The results of these efficacy evaluations have been promising.

Most of the development work for sodium azide based pesticides has been accomplished working with Auburn University and a series of patents and patent applications were exclusively licensed to us in exchange for R&D support and future royalties on sales, if any occur.

In June 2006, we entered into joint venture, license and supply agreements (collectively, the “Gowan Agreements”) with Gowan Company, LLC. The Gowan Agreements provide for:

•   The licensing to Gowan of our rights to intellectual property regarding azide-based pest management products, including the trademark SEPTM 100;

•   Joint investment and efforts to further develop and obtain regulatory registration of azide-based pest management products;

•   Our supply of the products to Gowan; and

•   Gowan’s exclusive marketing and sales of the products worldwide.

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We believe that azide-based pest management products present a strategic long-term opportunity to diversify the commercial uses of our azide products. Through our Gowan Agreements, we intend to invest in further development, regulatory approval and marketing of these products over the next several years.

As of March 31, 2007, SEP100 was still under review by the U.S. EPA for approval as a pesticide in certain applications, initially non food use and then for food crop use. The EPA approval process has taken longer than expected. In fact, there is no assurance that EPA approval will be granted at all. Furthermore, there continues to be a variety of larger companies, including Dow Chemical and BASF, that are developing or have developed competing methyl bromide substitute products. Future sales of sodium azide based pesticides we manufacture, including SEP, if any, will depend on factors beyond our control, including market acceptance of a new chemical that is handled differently than methyl bromide.

Customers.  Historically, Autoliv ASP, Inc., or “Autoliv,” has been our primary customer for sodium azide for automotive airbag applications.

Competition.  We believe that current competing sodium azide production capacity includes at least one producer in Japan and at least three producers in India. Products that compete with sodium azide in the automotive airbag market include inert gas based compressed gas systems that utilize, for example, argon gas.

Halotron

Halotron is a series of halocarbon based clean fire extinguishing agents that incorporate both proprietary and patented blends of chemicals and hardware. Conventional fire extinguishing agents, such as those based on sodium bicarbonate, or “regular dry chemical,” and mono-ammonium phosphate, or “ABC dry chemical,” consist of finely divided solid powders. These agents leave a coating upon discharge that is typically costly to remove after a fire event. In contrast to dry chemical, the Halotron clean agents add value to the user since they are discharged either as a rapidly evaporating liquid or a gas that leaves no residue which minimizes or eliminates possible moderate or severe damage to valuable assets (such as electronic equipment, machinery, motors and most materials of construction).

Halotron was designed to replace severe ozone depleting halon 1211 and 1301, which are brominated CFC chemicals that were widely used worldwide as clean fire extinguishing agents. In 1987 the Montreal Protocol on Substances that Deplete the Ozone Layer was signed by more than 50 countries, including the U.S., and it stipulated restrictions on the production (which ended in developed countries at the end of 1993) and use of halons.

Halon 1211 is a streaming agent (where the agent is discharged manually toward a target) used in hand-held fire extinguishers. Halon 1301 is used extensively in pre-engineered and engineered fixed total flooding systems (where discharges are made automatically to “flood” a space to a pre-determined concentration within a confined space) of the type found, for example, in computer rooms and engine compartments. Both halon 1211 and 1301 are still used in the U.S. and elsewhere on a much more limited basis than in the periods prior to 1994.

The first commercialized Halotron clean agent is Halotron I. In 1993, Halotron I was approved by the U.S. EPA as a substitute for halon 1211. Our second commercialized clean agent is the hydrofluorocarbon, or “HFC,” based Halotron II. Halotron II was approved by the U.S. EPA as a halon 1301 substitute in certain applications.

Customers and Market.  Our largest Halotron customer is Amerex Corporation. Since 1998, Amerex has incorporated bulk Halotron I manufactured by us into a full line of Underwriters Laboratories Inc., or “UL,” listed portables, and since 2003, larger UL listed wheeled fire extinguishers.

The end-user market for clean fire extinguishing agents is generally divided into five application segments: (i) industrial; (ii) commercial; (iii) military; (iv) civil aviation; and (v) maritime. The industrial segment includes manufacturing plants, computer component clean rooms, and telecommunications facilities. The commercial segment includes workplace environments such as office buildings, wholesale and retail sales facilities, art galleries, warehouses, and computer rooms. The military segment includes the activities,

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including aircraft fire protection, of the armed services including the Navy and Air Force. The civil aviation segment includes airport flightlines, gates, on-board aircraft, and aircraft manufacturing. The maritime segment includes commercial vessels, yachts, and pleasure boats.

In June 1995, the Federal Aviation Administration, or “FAA,” approved Halotron I as an acceptable airport ramp fire fighting agent alternative to halon 1211 based on a rigorous test program conducted at Tyndall Air Force Base, Florida prior to that date. In 2002, subsequent to testing at the FAA and at UL, the FAA approved a Halotron I portable fire extinguisher that met FAA requirements for use on civilian commercial transport aircraft. As of March 31, 2007, more than 70 domestic U.S. airports have installed 460-500 lb. Halotron I systems on their aircraft rescue and fire fighting (ARFF) vehicles.

In 1992, we built, and to date maintain, the Southwest Regional Fire Training Center at our Cedar City, Utah facility and this Center serves as a valuable tool in the evaluation and improvement of the Halotron clean agents. This facility is capable of, and permitted for, full scale test fires with hydrocarbon fuels that range from the very small to large 400 square foot (37 m2) heptane steel pan fires that test a streaming agent’s capability. We also maintain a total flooding agent test chamber. We have utilized this unique facility as well as other tools to actively assist our customers in completing their UL listing process, which is a rigorous and time consuming set of tests to prove both fire fighting efficacy to a specified fire size as well as hardware durability and reliability over a range of conditions.

The first U.S. fire extinguisher manufacturer to complete the UL listing process for a series of Halotron I portables in 1996 was Buckeye Fire Equipment Company. Subsequently, we collaborated with Buckeye to add larger wheeled fire extinguishers to the Buckeye Halotron I line which occurred in 1999. In the period 1997-1999, we assisted Amerex, Badger Fire Protection, and Kidde to complete their own programs to list a series of UL listed Halotron I portables. In 2003, Amerex entered the Halotron I wheeled unit market with two UL listed units. At March 31, 2007, the Buckeye and Amerex UL listed Halotron I wheeled units are the only halocarbon (in kind) halon substitute listed agents in such hardware. UL listed Halotron I extinguishers range from class B rated 1.4 lbs (0.63 kg) to class ABC rated 150 lbs (68 kg). The aggregate distribution power of these four manufacturers is estimated to be at least 75% of the U.S. market distribution.

We also actively market Halotron I into foreign countries which include Indonesia, Brazil, Canada, Pakistan, the Philippines, and Singapore, among others. The primary market for Halotron II is Scandinavia.

Divisions of the U.S. military, including the Air Force and Navy, were historically, and still are, significant users of both halon 1211 and 1301 for key strategic programs, principally in aircraft rescue and fire fighting (ARFF) operations. In the 1992-1994 time frame, the military fire tested Halotron I along with other candidate halon 1211 replacement products. The test results for Halotron I were generally favorable. Essentially for economic reasons, the military has continued to use halon 1211 and 1301 for key programs relying upon halon in storage (the “halon bank”). Another extensive DOD wide halon 1211 replacement test program is planned for 2007.

Notwithstanding the fact that Halotron I has an excellent environmental profile, with an ozone depletion potential, or “ODP,” that is near zero, future potential users of clean agents may eventually require a product with an absolute zero ODP. In addition, all halon substitutes are regulated under the EPA Significant New Alternatives Policy, or “SNAP,” program mandated by the Clean Air Act Amendments of 1990. The regulations as well as interpretations thereof, change periodically. These regulations and interpretations thereof could conceivably affect the viability of the Halotron I agent in the future.

Competition.  As of March 31, 2007, there are limited use restrictions on halons in the U.S. There are more stringent restrictions, or even bans, however, in other countries, notably across the European Union, or “EU.” Despite this, recycled halon 1211 is a competitor to Halotron I. The other principal competitors in the conventional agent category (not clean agents) are dry chemical (mono ammonium phosphate) offered by all fire extinguisher manufacturers in the U.S. This agent is substantially less expensive than Halotron I. Carbon dioxide is a clean agent and competitor, however, it is much less effective than Halotron I. Water mist technology in portables is also a smaller competitor to Halotron I.

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Clean agents compete based primarily on performance characteristics (including fire rating and throw range), toxicity, and price. The environmental and human health effects that are evaluated include ODP, global warming potential, or “GWP,” and toxicity. Competitors producing alternative clean agents are larger than us with significantly more financial resources.

The primary halocarbon based competitor to Halotron I is HFC-236fa (“FE36TM”), an HFC based product manufactured by DuPont Fluoroproducts. This product is sold in UL listed extinguishers by one major manufacturer in the U.S. Novec 1230TM is a clean agent product offered by 3M but as of March 31, 2007 is not offered in UL listed portables. FE36TM and Novec 1230TM are marketed as both streaming and total flooding clean agents. Chemtura (formerly Great Lakes Chemical prior to its merger with Crompton Corp), historically a significant producer of halon, sells the clean total flooding agent FM200TM and this product has established a large market share as a halon 1301 replacement over the last ten years. DuPont offers the exact same product under a different name (FE227TM time frame). Inert gas blends (based on argon and/or nitrogen) and water mist based systems also compete in the clean agent total flooding market.

Our Fine Chemicals Segment

In July 2005, we entered into an agreement to acquire, and on November 30, 2005, we completed the acquisition of the AFC business of GenCorp Inc. through the purchase of substantially all of the assets of Aerojet Fine Chemicals, LLC and the assumption of certain of its liabilities. The assets were acquired and liabilities assumed by our newly formed, wholly-owned subsidiary, AFC. AFC is a manufacturer of active pharmaceutical ingredients and registered intermediates under cGMP guidelines for customers in the pharmaceutical industry. Its facilities in California offer specialized engineering capabilities including high containment for high potency compounds, energetic and nucleoside chemistries, and chiral separation using the first commercial-scale SMB in the U.S.

The estimated total consideration for the AFC business acquisition is approximately $133.4 million. Each component of the consideration for the acquisition of the AFC business is discussed in more detail in Note 2 to our audited consolidated financial statements incorporated by reference elsewhere in this prospectus. We funded the acquisition of the AFC business with our credit facilities, a seller subordinated note, and existing cash (see Note 6 to our audited consolidated financial statements for the year ended September 30, 2006 incorporated by reference elsewhere in this prospectus).

AFC is a custom manufacturer of Active Pharmaceutical Ingredients, or “APIs,” and registered intermediates for commercial customers in the pharmaceutical industry. AFC generates nearly all of its sales from manufacturing chemical compounds that are proprietary to its customers. Most of the products AFC sells are used in existing drugs that are FDA approved and currently on the market. AFC is a pharmaceutical fine chemicals manufacturer that operates in compliance with cGMP. AFC has distinctive competencies in energetic chemistries, in production of highly potent/cytotoxic chemical compounds and in performing chiral separations.

Energetic and Nucleoside Chemistry.  Energetic chemistry offers a higher purity, high-yield route to producing certain chemical compounds. This is an important attribute since purity specifications for pharmaceutical products are extremely stringent. At present, numerous drugs currently on the market employ energetic chemistry platforms similar to those offered by AFC. Safe and reliable operation of a facility that practices energetic chemistry requires a great deal of expertise and experience. AFC is one of a few companies in the world with the experience, facilities and the know-how to use energetic chemistry on a commercial-scale under cGMP. The majority of this growth has resulted from the increase of HIV-related drugs. For fiscal 2006 (on a pro forma basis to include October and November of 2005), approximately 72% of AFC sales were derived from products that involved energetic and nucleoside chemistry.

High-Potency/Cytotoxic Chemical Compounds.  We believe that high-potency chemical compounds are a growing segment of the pharmaceutical fine chemicals industry. High-potency compounds are toxic by nature, thus extremely hazardous to handle and produce. The manufacture of high-potency chemical compounds requires high-containment manufacturing facilities and a high degree of expertise to ensure safe and reliable

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production. AFC has the expertise and experience to design processes and facilities to minimize and control potential exposure. The most common high-potency compounds are used for oncology. We believe that there are a large number of anti-cancer drugs in the drug development pipeline and most utilize high-potency chemical compounds.

There is currently limited competition in the market for manufacturing high-potency chemical compounds, as it requires a high level of expertise to safely and effectively manufacture these chemicals at commercial scale The need for such expertise has discouraged many firms from entering this market. Entry into this market also requires a capital investment for specialized facilities if the market entrant does not already have access to such facilities. For fiscal 2006 (on a pro forma basis to include October and November of 2005), approximately 16% of AFC sales were derived from sales of high-potency compounds.

Chiral Compounds.  Many chemicals used in pharmaceutical industry are chiral in nature. Chiral chemicals exist in two different forms, or “enantiomers,” which are mirror images of each other (an analogy is the human hand where one hand is the mirror image of the other). The different enantiomers can have very different properties, including efficacy as a drug substance. As a result, the FDA encourages pharmaceutical companies to separate the enantiomers of a new drug and study their respective biological activities through clinical trials. If they are found to be different and especially if one is found to cause side effects, then the FDA approval may require that the desired enantiomer be chirally pure (i.e., separated from its counterpart). Several techniques are available to achieve this chiral purity. The desired single enantiomer can be isolated from the other one by techniques such as chromatography or it can be produced by more conventional means (i.e., chemical reactions) such as asymmetric synthesis.

Simulated Moving Bed, or “SMB,” is a continuous separation technique based on the principle of chromatography. SMB technology was developed in the early 1960s for the petroleum industry and was applied to pharmaceutical manufacturing in the 1990s. Since SMB is a technique for separating binary mixtures, it is ideally suited for the separation of enantiomers. Use of SMB is expanding and SMB has been successfully used, and approved by the FDA, for the preparation of chirally-pure drugs. SMB technology allows the separation of two enantiomers with high purity and in high yield. In many cases, the use of SMB technology results in a reduction and a simplification of the synthesis resulting in an economic gain. Currently, the market for custom manufacturing using SMB technology is substantially covered by four companies: AFC at its California site, Groupe Novasep SAS through its subsidiary Finorga in France, Daicel Chemical Industries, Ltd. at its manufacturing site in Japan and Sigma Aldrich through its subsidiary SAFC in Ireland. For fiscal 2006 (on a pro forma basis to include October and November of 2005), approximately 12% of AFC sales were derived from products that rely on SMB technology.

The pharmaceutical ingredients that AFC manufactures are used by its customers in drugs with indications in three primary areas: anti-viral, oncology, and central nervous system (CNS).

Customers and Markets.  AFC has established long-term relationships with key customers, the specific identity of which is contractually restricted as confidential. AFC had one customer that accounted for 28% of our consolidated revenues for fiscal 2006. Its current customers include both multi-national pharmaceutical companies and emerging biopharmaceutical companies. The top five customers of AFC accounted for approximately 97% of its revenues in its fiscal 2006. AFC maintains multiyear manufacturing agreements with several large pharmaceutical and several biopharmaceutical companies for annual supply of products which helps provide AFC with earnings stability. In addition, the inherent nature of custom pharmaceutical fine chemical manufacturing encourages stable, long-term customer relationships. We work collaboratively with our customers to develop reliable, cost-effective, custom solutions. Once a customer establishes a production process with AFC, there are several potential barriers that discourage transferring the manufacturing method to an alternative supplier, including the following:

•   Alternative Supply May Not Be Available.  AFC is currently the sole-source supplier of a number of oncology products that involve handling highly toxic compounds.

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•   Regulatory Approval.  Applications to and approvals from the FDA and other regulatory authorities generally require the chemical contractor to be named. Switching contractors requires additional regulatory approval and can take as long as 18 months.

•   Significant Financial Costs.  Switching contractors can result in significant costs associated with technology transfer, process validation and re-filing with the FDA and other regulatory authorities.

Competition.  The pharmaceutical fine chemicals industry is fragmented. Pharmaceutical fine chemical manufacturers generally compete based on their breadth of technology base, R&D and chemical expertise, flexibility and scheduling of manufacturing capabilities, safety record, regulatory compliance history and price.

To compete successfully in the pharmaceutical fine chemical manufacturing business, we believe that manufacturers must have a broad base of core technologies, world-class manufacturing capabilities and the ability to deliver products at competitive prices. They must also augment their capabilities with a complete line of complementary services, including process development and process improvement (from initial synthesis of a new drug candidate through market launch). As new projects and products have become increasingly complex and incorporate more challenging timelines, greater importance is being placed on the development of strong customer-supplier relationships.

Raw Materials.  In fiscal 2006, raw material costs (including solvents and custom chemicals) and waste costs constituted approximately 27% of AFC sales. AFC maintains supply contracts with a small number of well-established bulk commodity chemical manufacturers and distributors. Although the contracts do not hedge against price increases, they do ensure a consistent supply of high-quality commodity chemicals. In addition, for chemicals that are not considered commodities or otherwise readily available in bulk form, AFC has supply agreements with multiple sources to ensure a constant and reliable supply of these chemicals. However, some customers require AFC to purchase only from the supplier designated by the customer. In at least one instance where a chemical is a key ingredient to a process and is only available from one or a very small number of suppliers, AFC itself is an alternative supply source and can manufacture the chemical in-house if necessary.

Our Aerospace Equipment Segment

On October 1, 2004 we acquired the former Atlantic Research Corporation in-space propulsion business from Aerojet. This acquisition provides us with a leading supplier of commercial and military propulsion products and one of the world’s largest producer of bipropellant thrusters. We renamed the acquired business Ampac-ISP, or “ISP.” We believe that ISP will be able to develop new high value-added propulsion products.

Customers and Market.  ISP is a leading supplier of propulsion products to the commercial and government satellite and launch vehicle market. ISP strives to develop products to meet our customers needs in the future. These needs can vary from high performance high cost items to lower performance inexpensive products. Some customers order thrusters and some order complete systems. Our customer base is primarily U.S. based with a few customers in Europe and Japan. Over the last few years our customer list has increased significantly opening doors to additional business.

Competition.  The U.S. suppliers for monopropellant and bipropellant thrusters is highly concentrated with ISP and GenCorp being the prime competitors for commercial, civil and defense customers in the U.S. Foreign suppliers of in-space propulsion thrusters are not significant competitors in the U.S. The foreign competitors provide a significant amount of competition for European opportunities. The primary competitors are EADS Astrium (formerly DASA), Rafael in Israel, IHI in Japan and smaller competitors in Eastern Europe. The dollar value against the Euro and Yen currently provides ISP with a competitive edge against competitors in Europe and Japan. The large installed capital base and heritage provide a significant barrier to entry into this market.

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Our Other Businesses Segment

Water Treatment Equipment

Our PEPCON Systems^tm division designs, manufactures and services equipment used to purify air or water in municipal, industrial and power generation applications. The systems are based on an electrochemical process to produce disinfection chemicals and are marketed under the ChlorMaster^tm and Odormaster^tm names. Disinfection chemicals are used by: (i) municipalities and sewage plants for the disinfection of drinking water, effluent and waste water; (ii) power plants, desalination plants, chemical plants and on-shore/off-shore crude oil facilities for the control of marine growth in seawater used in cooling water circuits; and (iii) composting plants for the deodorizing of malodorous compounds in contaminated air.

At the heart of these systems is a proprietary bi-polar electrochemical cell which uses brine or seawater to produce the necessary chemicals. For drinking water applications, these cells are supplied with a certification from the National Sanitation Foundation, or “NSF^®.”

Our systems are marketed domestically by independent sales representatives and overseas by sales representatives and licensees. We also receive a significant amount of direct sales leads as a result of advertising and through attendance at key trade shows.

We compete with companies that utilize other technologies and those that utilize technologies similar to ours. Most of these companies are substantially larger than we are. Our success depends principally upon our ability to be cost competitive and, at the same time, to provide a quality product. A significant portion of our water treatment equipment sales are to overseas customers, specifically in the Middle and Far East.

Real Estate

Our real estate operations have been in a wind-down phase over the last several years. In fiscal 2005 we completed the sale of all our Nevada real estate assets that were targeted for sale. We did not have material sales of real estate in fiscal 2006 and we do not expect to have such sales in the future.

Regulatory Compliance

Federal Acquisition Regulation

As a supplier to U.S. government projects, we have been and may be subject to audit and/or review by the government of the negotiation and performance of, and of the accounting and general practice relating to, government contracts. Most of our contracts for the sale of AP are in whole or in part subject to the commercial sections of the Federal Acquisition Regulations. Our AP pricing practices have been and may be reviewed by our customers and by certain government agencies.

FDA and Similar Regulatory Agencies

AFC produces pharmaceutical chemicals in accordance with cGMP. Its facilities are designed and operated to satisfy regulatory agencies such as FDA, European Medicines Agency (EMA), and Japan’s Pharmaceutical and Medical Devices Agency (“PMDA”). Its regulatory status is maintained via comprehensive 21 CFR Parts 210 and 211 compliant quality systems. Regulatory authorities mandate, by law, the use of cGMP throughout the production of APIs and registered intermediates. cGMP guidelines cover a broad range of quality systems including manufacturing and laboratory activities, quality control and assurance, facilities, equipment and materials management, production and in-process controls, storage and distribution, laboratory control, validation and change control, as well as the documentation and maintenance of records for each. All of these functions have a series of critical activities associated with them. In addition, manufacturing equipment, scientific instruments and software must be qualified, validated and their use documented.

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Environmental Matters

Our operations are subject to extensive federal, state and local regulations governing, among other things, emissions to air, discharges to water and waste management. We believe that we are currently in compliance in all material respects with all applicable environmental, safety and health requirements and, subject to the matters discussed below, we do not anticipate any material adverse effects from existing or known future requirements. To meet changing licensing and regulatory standards, we may be required to make additional significant site or operational modifications, potentially involving substantial expenditures or the reduction or suspension of certain operations. In addition, the operation of our manufacturing plants entails risk of adverse environmental and health effects (not covered by insurance) and material costs or liabilities may be incurred to rectify any future occurrences related to environmental or health matters.

Review of Perchlorate Toxicity by the EPA.  Perchlorate, or the “anion,” is not currently included in the list of hazardous substances compiled by the EPA, but it is on the EPA’s Contaminant Candidate List. The EPA has conducted a risk assessment relating to perchlorate, two drafts of which were subject to formal peer reviews held in 1999 and 2002. Following the 2002 peer review, the EPA perchlorate risk assessment together with other perchlorate related science was reviewed by the National Academy of Sciences, or “NAS.” This NAS report was released on January 11, 2005. The recommendations contained in this NAS report indicate that human health is protected in drinking water at a level of 24.5 parts per billion, or “ppb.” Certain states have also conducted risk assessments and have set preliminary levels from 1 — 14 ppb. The EPA has established a reference dose for perchlorate of .0007 mg/kg/day which is equal to a Drinking Water Equivalent Level, or “DWEL,” of 24.5 ppb. A decision as to whether or not to establish a Maximum Contaminate Level, or “MCL,” is pending. The outcome of these federal EPA actions, as well as any similar state regulatory action, will influence the number, if any, of potential sites that may be subject to remediation action which, in turn, could cause us to incur material costs.

Perchlorate Remediation Project in Henderson, Nevada.  We commercially manufactured perchlorate chemicals at the Ampac Henderson Site from 1958 until the facility was destroyed in May 1988, after which we relocated our production to a new facility in Iron County, Utah. Kerr-McGee also operated a perchlorate production facility in Henderson, Nevada, or the “Kerr-McGee Henderson Site,” from 1967 to 1998. Between 1956 to 1967, American Potash operated a perchlorate production facility at the same site. For many years prior to 1956, other entities also manufactured perchlorate chemicals at that site. In 1998, Kerr-McGee Chemical LLC became the operating entity and it ceased the production of perchlorate at the Kerr-McGee Henderson Site. Thereafter, it continued to produce other chemicals at this site until it was recently sold. As a result of a longer production history at Henderson, Kerr-McGee and its predecessor operations have manufactured significantly greater amounts of perchlorate over time than we did at the Ampac Henderson Site.

In 1997, the SNWA detected trace amounts of the perchlorate anion in Lake Mead and the Las Vegas Wash. Lake Mead is a source of drinking water for Southern Nevada and areas of Southern California. The Las Vegas Wash flows into Lake Mead from the Las Vegas valley.

In response to this discovery by SNWA, and at the request of the Nevada Division of Environmental Protection, or “NDEP,” we engaged in an investigation of groundwater near the Ampac Henderson site and down gradient toward the Las Vegas Wash. That investigation and related characterization which lasted more than six years, employed experts in the field of hydrogeology. This investigation concluded that, although there is perchlorate in the groundwater in the vicinity of the Ampac Henderson Site up to 700 ppm, perchlorate from this site does not materially impact, if at all, water flowing in the Las Vegas Wash toward Lake Mead. It has been well established, however, by data generated by SNWA and NDEP, that perchlorate from the Kerr-McGee Henderson Site did materially impact the Las Vegas Wash and Lake Mead. Kerr McGee’s successor, Tronox LLC, operates an ex situ perchlorate groundwater remediation facility at their Henderson site and this facility has had a significant effect on the load of perchlorate entering Lake Mead over the last 5 years. Recent measurements of perchlorate in Lake Mead made by SNWA have been less than 10 ppb.

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Notwithstanding these facts, and at the direction of NDEP and the EPA, we conducted an investigation of remediation technologies for perchlorate in groundwater with the intention of remediating groundwater near the Ampac Henderson Site. The technology that was chosen as most efficient and appropriate is in situ bioremediation, or “ISB.” The technology reduces perchlorate in the groundwater by precise addition of an appropriate carbon source to the groundwater itself while it is still in the ground (as opposed to an above ground, more conventional, ex situ process). This induces naturally occurring organisms in the groundwater to reduce the perchlorate among other oxygen containing compounds.

In 2002, we conducted a pilot test in the field of the ISB technology and it was successful. On the basis of the successful test and other evaluations, in fiscal 2005 we submitted a work plan to NDEP for the construction of a Leading Edge Remediation Facility, or “Athens System,” near the Ampac Henderson Site. The conditional approval of the work plan by NDEP in our third quarter of fiscal 2005 allowed us to generate estimated costs for the installation and operation of the Leading Edge and Source Remediation Facilities that will address perchlorate from the Ampac Henderson Site. We commenced construction of the Athens System in July 2005. In June 2006, we began operations of an interim Athens System that is, as of July 2006, reducing perchlorate concentrations in system extracted groundwater in Henderson. The permanent Athens System plant began operation in December 2006. The permanent facility will increase remediation capacity over the temporary facility.

Henderson Site Environmental Remediation Reserve.  During our fiscal 2005 third quarter, we recorded a charge for $22.4 million, representing our estimate of the probable costs of our remediation efforts at the Ampac Henderson Site, including the costs for equipment, operating and maintenance costs, and consultants. Key factors in determining the total estimated cost include an estimate of the speed of groundwater entering the treatment area, which was then used to estimate a project life of 45 years, as well as estimates for capital expenditures and annual operating and maintenance costs. During our fiscal 2006, we increased our total cost estimate for the construction phase by $3.6 million due primarily to changes in the engineering designs, delays in receiving permits and the resulting extension of construction time. As of March 31, 2007, we had established reserves of approximately $16.1 million, which we believe to be sufficient to cover our estimated environmental liabilities at that time. The project consists of two primary phases; the initial construction of the remediation equipment and the operating and maintenance phase. We commenced the construction phase in late fiscal 2005, completed an interim system in June 2006, and completed the permanent facility in December 2006. During our fiscal 2006, we increased our total cost estimate for the construction phase by $3.6 million due primarily to changes in the engineering designs, delays in receiving permits and the resulting extension of construction time. These estimates are based on information currently available to us and may be subject to material adjustment upward or downward in future periods as new facts or circumstances may indicate.

DTSC Matters

The California Department of Toxic Substances Control, or “DTSC,” contends that the AFC business’ neutralization or stabilization of several liquid stream processes within a closed loop manufacturing system constitutes treatment of a hazardous waste without the required authorizations from DTSC. We disagree. On September 2, 2005, the DTSC Inspector issued an Inspection Report relevant to the DTSC’s June 2004 inspection of the AFC business’ facility. The inspection report concluded that the referenced activities constitute treatment of hazardous waste and directed Aerojet Fine Chemicals to submit an application for a permit modification to treat hazardous waste.

On November 28, 2005, AFC and DTSC entered into a Consent Agreement, or the “Consent Agreement,” which, effective upon close of the sale of the AFC business to us, authorizes AFC to continue operations for up to two years while the parties resolve whether the manufacturing processes are exempt from regulation by the DTSC. The Consent Agreement is deemed a full settlement of the DTSC Allegations and any other violations that could have been brought against AFC based upon information known to DTSC on the date of the Consent Agreement.

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In September 2006, the Governor of California signed AB 2155 which specifically exempts the manufacturing operations described in the Consent Agreement from DTSC’s hazardous waste permitting requirements. The exemption for these operations took affect on January 1, 2007.

Other AFC Environmental Matters

AFC’s facility is located on land leased from Aerojet. The leased land is part of a tract of land owned by Aerojet designated as a “Superfund Site” under the Comprehensive Environmental Response, Compensation and Liability Act, or “CERCLA.” The tract of land had been used by Aerojet and affiliated companies to manufacture and test rockets and related equipment since the 1950s. Although the chemicals identified as contaminants on the leased land were not used by Aerojet Fine Chemicals as part of its operations, CERCLA, among other things, provides for joint and severable liability for environmental liabilities including, for example, the environmental remediation expenses.

As part of the agreement to sell the AFC business, an Environmental Indemnity Agreement was entered into whereby GenCorp agreed to indemnify us against any and all environmental costs and liabilities arising out of or resulting from any violation of environmental law prior to the effective date of the sale, or any release of hazardous substances by the AFC business, Aerojet or GenCorp on the premises or Aerojet’s Sacramento site prior to the effective date of the sale.

On November 29, 2005, EPA Region IX provided us with a letter indicating that the EPA does not intend to pursue any clean up or enforcement actions under CERCLA against future lessees of the Aerojet Fine Chemicals property for existing contamination, provided that the lessees do not contribute to or do not exacerbate existing contamination on or under the Aerojet Superfund site.

It is our policy to conduct our businesses with a high regard for the safety of our personnel and for the preservation and protection of the environment. We devote significant resources and management attention to complying with environmental and safety laws and regulations. In view of our production and handling of specialty chemicals, such operations are regulated and monitored by governmental agencies (i.e., OSHA, the EPA and other regulatory agencies). Accordingly, from time to time, we have been subject to compliance orders, including civil penalties, imposed by such regulatory agencies.

Properties

The following table sets forth certain information regarding our properties at March 31, 2007:

		Approximate
		Area or		Approximate
Location	Principal Use	Floor Space	Status	Annual Rent
(a) Iron County, UT	Perchlorate and Water Treatment Equipment Manufacturing Facility	217 Acres	Owned	N/A
(b) Iron County, UT	Sodium Azide Manufacturing Facility	41 Acres	Owned	N/A
(c) Iron County, UT	Halotron Manufacturing Facility	6,720 sq. ft.	Owned	N/A
(d) Las Vegas, NV	Executive Offices	22,262 sq. ft.	Leased	$500,000
(e) Henderson, NV	Groundwater Remediation Site	1.75 Acres	Leased	$20,000
(f) Niagara Falls, NY	Aerospace Equipment Manufacturing Facility	81,425 sq. ft.	Leased	$165,000
(g) Westcott, Buckinghamshire, UK	Aerospace Equipment Manufacturing Facility	65 Acres	Leased	$320,000
(h) Rancho Cordova, CA	Fine Chemicals Manufacturing Facility	240 Acres	Leased	$10,000

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(a)	This facility is shared by the Specialty Chemicals segment and our Other Businesses segment for the production of perchlorate products and water treatment equipment. Presently, this facility has significant remaining capacity.
(b)	This facility is used by the Specialty Chemicals segment for the production of sodium azide. Presently, this facility has significant remaining capacity.
(c)	This facility is used by the Specialty Chemicals segment for the production of Halotron. Presently, this facility has significant remaining capacity.
(d)	These facilities are leased from 3770 Howard Hughes Parkway Associates-Limited Partnership for an initial term of 10 years, which began on March 1, 1991, and has been extended through February 2009.
	Approximately 16% of this space is currently sublet at an annual rent of approximately $98,000.
(e)	This facility is used for our groundwater remediation activities.
(f)	This facility is used for the design, manufacture and test of our Aerospace Equipment segment products. Presently, this facility has adequate capacity available to support its operations and expand, as may be required, through the addition of multiple labor shifts.
(g)	This facility is used for the design, manufacture and test of our Aerospace Equipment segment products. Presently, this facility has significant remaining capacity.
(h)	This facility is used by the Fine Chemicals segment for the production of active pharmaceutical ingredients and registered intermediates. Presently, this facility is at near capacity.

We consider our facilities to be adequate for our present needs and suitable for their current use.

Backlog

Backlog includes amounts for which a purchase order has been received by a commercial customer and government contracts for which funding is contractually obligated by our customers. As of September 30, 2006, our Fine Chemicals segment’s backlog was approximately $100.0 million and our Aerospace Equipment segment’s backlog was approximately $14.0 million. Backlog is not a meaningful measure for our other business segments.

Intellectual Property

Most of our intellectual properties are trade secrets and know-how. We also own the following registered U.S. trademarks and service marks: Halotron^®, SEP^tm, OdorMaster^®, ChlorMaster^® PEPCON^®, Exceeding Customer Expectations^®, and Polyfox^®. In addition, we have various foreign registrations for Halotron.

We maintain U.S. and broad international trademark rights to the “Halotron” name. The widespread use and name recognition of “Halotron” has given other foreign companies that do not follow the trademark laws, motive to use the name without our authorization for products that we did not manufacture. This has occurred in several instances. Accordingly, we have found it necessary to protect those rights through litigation and other means. One such case is in Sweden where we filed and prevailed on a trademark infringement case in 2001 (American Pacific v. Bejaro Brandskyddsföretaget AB). It is now entering the damages phase. The extent of damages payable to us, and the timing of collection, if any, is unknown at this time.

In addition, we have several U.S. and foreign patents and patent applications outstanding related to Halotron products. We are also continually looking for, and actively evaluating, other fire protection related product opportunities. Pursuant to this, we have licensed patent rights from other entities.

Raw Materials and Manufacturing Costs

The principal elements comprising our cost of sales are raw materials, component parts, electric power, direct labor, manufacturing overhead (purchasing, receiving, inspection, warehousing, and facilities), depreciation and amortization. The major raw materials used in our production processes are graphite, sodium chlorate, ammonia, hydrochloric acid, sodium metal, nitrous oxide and HCFC-123. Our operations consume a significant amount of power (electricity and natural gas); the pricing of these power costs can be volatile.

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Significant increases in the cost of raw materials or component parts may have an adverse impact on margins if we are unable to pass along such increases to our customers.

All the raw materials used in our manufacturing processes typically are available in commercial quantities. A substantial portion of the total cash costs of operating our specialty and fine chemical plants, consisting mostly of labor and overhead, are largely fixed in nature.

Quarterly Fluctuations in Revenue

Although our operating results have not been subject to seasonal fluctuations, they have been and are expected to continue to be subject to variations from quarter to quarter and year to year due to the following factors, among others:

•   as discussed in Note 11 to our audited consolidated financial statements for the fiscal year ended September 30, 2006, incorporated by reference elsewhere in this prospectus, we may incur material legal and other costs associated with environmental remediation, litigation and other contingencies;

•   the volume and timing of sales in the future is uncertain;

•   certain products in our Fine Chemicals segment require multiple quarters to produce;

•   the results of periodic reviews for impairments of long-lived assets; and

•   the ability to pass on increases in raw material costs to our customers.

Government Contracts Subject to Termination

U.S. government contracts are dependent on the continuing availability of Congressional appropriations. Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may take more than one year. As a result, at the outset of a major program, the contract is usually incrementally funded, and additional monies are normally committed to the contract by the procuring agency only as Congress makes appropriations for future fiscal years. In addition, most U.S. government contracts are subject to modification if funding is changed. Any failure by Congress to appropriate additional funds to any program in which we or our customers participate, or any contract modification as a result of funding changes, could materially delay or terminate the program for us or for our customers. Since our significant customers in our Specialty Chemicals and Aerospace Equipment segments are mainly U.S. government contractors subject to this yearly Congressional appropriations process, their purchase of our products are also dependent on their U.S. government contracts not being materially curtailed. In addition, we are subject to the risk that the U.S. government may terminate its contracts with its suppliers, either for its convenience or in the event of a default by the contractor. Furthermore, since our significant customers are U.S. government contractors, they may cease purchasing our products if their contracts are terminated, which may have a material adverse effect on our operating results, financial condition or cash flow.

Insurance

Our policy is to obtain liability and property insurance coverage that is currently available at what management determines to be a fair and reasonable price. We maintain public liability and property insurance coverage at amounts that management believes are sufficient to meet our anticipated needs in light of historical experience to cover future litigation and claims. There is no assurance, however, that we will not incur losses beyond the limits of, or outside the coverage of our insurance.

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Legal Proceedings

We are from time to time subject to claims and lawsuits. Although it is not possible to predict or determine the outcome of legal actions brought against us or the ultimate cost of these actions, we believe the costs associated with all such actions in the aggregate will not have a material adverse effect on our consolidated financial position, cash flows or results of operations.

Employees

At March 31, 2007, we employed approximately 512 persons in executive, administrative, sales and manufacturing capacities. We consider our relationships with our employees to be satisfactory. At March 31, 2007, 152 employees of our Fine Chemicals segment were covered by collective bargaining or similar agreements which expire in June 2010.

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DESCRIPTION OF OTHER INDEBTEDNESS

The following is a summary of provisions relating to our outstanding material indebtedness, other than the outstanding notes:

Amended and Restated Senior Secured Credit Facility

As part of the transaction for the offering of the outstanding notes, Wachovia Bank, National Association and the other lenders of the First Lien Credit Facility agreed to restructure the First Lien Credit Facility to provide a secured revolving credit facility of up to $20.0 million, or the “Revolver Credit Facility.” The Revolver Credit Facility is by and among us, certain of our direct and indirect subsidiaries as guarantors, the lenders from time to time party thereto, Wachovia Bank, National Association, as administrative agent and Bank of America, N.A., as syndication agent. The Revolver Credit Facility provides for a revolving credit line in an aggregate principal amount of up to $20.0 million at any time outstanding, which includes a letter of credit sub-facility in the aggregate principal amount of up to $5.0 million and a swing-line sub-facility in the aggregate principal amount of up to $3.0 million. The initial scheduled maturity of the revolving credit line is February 2012. The revolving credit line may be increased by an additional amount of up to $20.0 million.

We may prepay and terminate the Revolver Credit Facility at any time. The above prepayments are separate from the events of default and any related acceleration described below.

The interest rates per annum applicable to loans under the Revolver Credit Facility are, at our option, the Alternate Base Rate (as defined in the Revolver Credit Facility) or LIBOR Rate (as defined in the Revolver Credit Facility) plus, in each case, an applicable margin. Under the Revolver Credit Facility such margin is tied to our Total Leverage Ratio (as defined in the Revolver Credit Facility). In addition, we are required to pay to the lenders under the revolving credit facility under the Revolver Credit Facility (i) a commitment fee in an amount equal to the applicable percentage per annum on the average daily unused amount of the revolving commitments and (ii) other fees related to the issuance and maintenance of the letters of credit issued pursuant to the letters of credit sub-facility. Additionally, we are required to pay to the agent of the Revolver Credit Facility certain agency fees under this facility.

Our domestic subsidiaries (including any future direct or indirect subsidiaries that may be created or acquired by us), with certain exceptions as set forth in the Revolver Credit Facility, currently and will guarantee our obligations under this facility. Additionally, we and such domestic subsidiaries currently and will grant liens on our assets in favor of a collateral agent for the benefit of the lenders under the Revolver Credit Facility, including 65% of the voting stock and 100% of the non-voting stock of all of our first-tier foreign subsidiaries.

The Revolver Credit Facility includes certain negative covenants restricting or limiting the ability of the us and our subsidiaries to, among other things:

•   incur debt, incur contingent obligations and issue certain types of preferred stock;

•   create liens;

•   pay dividends, distributions or make other specified restricted payments;

•   make certain investments and acquisitions;

•   enter into certain transactions with affiliates;

•   enter into sale and leaseback transactions; and

•   merge or consolidate with any other entity or sell, assign, transfer, lease, convey or otherwise dispose of assets.

Such restrictions are subject to usual and customary exceptions contained in credit agreements of this nature.

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Financial covenants under the Revolver Credit Facility measure, on a quarterly basis, our Total Leverage Ratio and Interest Coverage Ratio, as such ratios will be defined in the Revolver Credit Facility. The Revolver Credit Facility also contains usual and customary events of default (subject to certain threshold amounts and grace periods). If an event of default occurs and is continuing, we may be required to repay the obligations under the Revolver Credit Facility prior to its stated maturity and the commitments under the Revolver Credit Facility may be terminated.

Letters of Credit

As of March 31, 2007, we had $2.3 million in outstanding standby letters of credit which mature through May 2012. These letters of credit principally secure performance of certain environmental protection equipment sold by us and payment of fees associated with the delivery of natural gas and power.

Interest Rate Swap Agreements

In May 2006, we entered into two interest rate swap agreements, expiring on June 30, 2008, for the purpose of hedging a portion of our exposure to changes in variable rate interest on our Credit Facilities. Under the terms of the swap agreements, we paid fixed rate interest and received variable rate interest based on a specific spread over three-month LIBOR. The differential to be paid or received was recorded as an adjustment to interest expense. The swap agreements do not qualify for hedge accounting treatment. We recorded an asset or liability for the fair value of the swap agreements, with the effect of marking these contracts to fair value being recorded as an adjustment to interest expense. The aggregate fair values of the swap agreements at September 30, 2006, which was recorded as other long-term liabilities, was $314,000. In connection with the refinancing of our Credit Facilities, we terminated our swap agreements at a cost of $268,000 which resulted in a gain of $46,000 that is recorded as a reduction of interest expense.

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DESCRIPTION OF EXCHANGE NOTES

American Pacific Corporation issued the outstanding notes, and will issue the exchange notes (the “Notes”) under an indenture dated as of February 6, 2007 (the “Indenture”), among American Pacific Corporation, the Guarantors and Wells Fargo Bank, National Association (the “Trustee”). For purposes of this section of this prospectus, references to the “Company,” “we,” “us,” “our” or similar terms shall mean American Pacific Corporation without its subsidiaries.

The statements under this caption relating to the Indenture and the Notes are summaries and are not a complete description of the Indenture or the Notes, and where reference is made to particular provisions of the Indenture, such provisions, including the definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the Indenture and those terms made a part of the Indenture by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The definitions of certain capitalized terms used in the following summary are set forth below under “— Certain Definitions.”

General

The Notes will mature on February 1, 2015. The initial offering of the Notes was for $110.0 million in aggregate principal amount. The Company may issue additional notes (the “Additional Notes”) under the Indenture, subject to the limitations described below under the covenant “Limitation on Incurrence of Debt.” The Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes of the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Interest on the Notes will accrue at the rate of 9% per annum and will be payable semi-annually in cash in arrears on February 1 and August 1, commencing on August 1, 2007. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding January 15 and July 15. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date with respect to the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The principal of, premium, if any, and interest on the Notes will be payable, and the Notes will be exchangeable and transferable, at the office or agency of the Company maintained for such purposes, which initially will be the corporate trust office of the Trustee; provided, however, that payment of interest may be made at the option of the Company by check mailed to the Person entitled thereto as shown on the security register. The Notes will be issued only in fully registered form without coupons, in minimum denominations of $1,000 and integral multiples of $1,000 thereof. No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith.

Guarantees by Subsidiaries

The Notes will be guaranteed, on a full, joint and several basis, by the Guarantors (the “Note Guarantees”). The Note Guarantees will be senior unsecured obligations of each Guarantor and will rank equal with all existing and future senior Debt of such Guarantor and senior to all subordinated Debt of such Guarantor. The Note Guarantees will be effectively subordinated to any secured debt of such Guarantor to the extent of the assets securing such Debt.

The Indenture provides that the obligations of a Guarantor under its Note Guarantee will be limited to the maximum amount as will result in the obligations of such Guarantor under the Note Guarantee not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.

All of our current and future Subsidiaries will be “Restricted Subsidiaries.” However, under the circumstances described below under the subheading “—Certain Covenants — Limitation on Creation of Unrestricted Subsidiaries,” any of our Subsidiaries may be designated as “Unrestricted Subsidiaries.” Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the Indenture and will not guarantee the Notes. Claims of creditors of non-guarantor Subsidiaries, including trade creditors, secured

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creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those Subsidiaries generally will have priority with respect to the assets and earnings of those Subsidiaries over the claims of creditors of the Company, including Holders of the Notes. In addition, any foreign Subsidiaries will not guarantee the Notes.

The Indenture provides that in the event of a sale or other transfer or disposition of all of the Capital Stock of any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of the Indenture, or in the event all or substantially all the assets or Capital Stock of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of the Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee, as evidenced by a supplemental indenture executed by the Company, the Guarantors and the Trustee, without any further action on the part of the Trustee or any Holder; provided that the Net Cash Proceeds of such sale or other disposition are applied in accordance with the “Limitation on Asset Sales” covenant.

Ranking

Ranking of the Notes

The Notes will be unsecured senior obligations of the Company. As a result, the Notes:

•   will rank pari passu in right of payment with all existing and future debt of the Company that is not expressly subordinated to the Notes;

•   will be effectively subordinated to any existing and future secured debt of the Company to the extent of the value of the collateral securing that debt;

•   will be effectively subordinated to the debt (including trade payables) of any non-Guarantor Subsidiaries; and

•   will rank senior in right of payment to any future subordinated debt of the Company.

Ranking of the Note Guarantees

Each Note Guarantee is an unsecured senior obligation of the Guarantor. As such, each Note Guarantee will:

•   rank pari passu in right of payment with all existing and future debt of that Guarantor that is not expressly subordinated to the Guarantee by that Guarantor;

•   will be effectively subordinated to any existing and future secured debt of that Guarantor to the extent of the value of the collateral securing that debt; and

•   will rank senior in right of payment to any future subordinated debt of that Guarantor.

As of March 31, 2007, after giving effect to the offering of the outstanding notes and the reduction of debt from the proceeds of the sale of our ownership interest in Energetic Systems, as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Our Business Segments — Discontinued Operations,” American Pacific Corporation and the Guarantors had $0.7 million of secured debt outstanding (excluding $2.7 million of undrawn letters of credit issued under the Credit Agreement, all of which would be secured debt to the extent drawn). As of the Issue Date, our Credit Agreement will provide for a $20 million revolving line of credit which is secured by substantially all of the assets of the Company and the Guarantors. The Indenture permits us and the Guarantors to incur additional debt, a portion of which may be secured debt. See “Certain Covenants — Limitation on Incurrence of Debt.”

Sinking Fund

There are no mandatory sinking fund payment obligations with respect to the Notes.

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Optional Redemption

The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after February 1, 2011, upon not less than 30 nor more than 60 days’ notice at the following redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning February 1 of the years indicated:

	Redemption
Year	Price
2011		104.50	%
2012		102.25	%
2013 and thereafter		100.00	%

In addition, prior to February 1, 2011, the Company may redeem the Notes at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest to the applicable redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date).

In addition to the optional redemption of the Notes in accordance with the provisions of the preceding two paragraphs, prior to February 1, 2010, the Company may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes at a redemption price equal to 109.00% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.

If less than all of the Notes are to be redeemed, the Trustee will select the Notes or portions thereof to be redeemed by lot, pro rata or by any other method the Trustee shall deem fair and appropriate.

No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

The Company and its Subsidiaries may at any time, and from time to time, purchase Notes in the open market or otherwise, subject to compliance with applicable securities laws.

Change of Control

Upon the occurrence of a Change of Control, each Holder will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder’s Notes pursuant to a written offer (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer to repurchase the Notes at a price in cash (the “Purchase Price”) equal to 101% of the principal amount tendered, together with accrued and unpaid interest, if any, to but not including the Purchase Date. Within 30 days following any Change of Control, the Company will send a Change of Control Offer by first class mail, postage prepaid, to each Holder at its address appearing in the

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security register on the date of the Change of Control Offer, containing all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Change of Control Offer, including:

(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant “— Change of Control” and that all Notes (or portions thereof) timely tendered will be accepted for payment;

(2) the Purchase Price to be paid by the Company for each $1,000 principal amount of Notes;

(3) the expiration date (the “Expiration Date”) of the Change of Control Offer which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Change of Control Offer;

(4) a settlement date (the “Purchase Date”) for purchase of Notes within five business days after the Expiration Date, subject to any contrary requirements of applicable law;

(5) that, unless the Company defaults in making such purchase, any Note accepted for purchase pursuant to the Change of Control Offer will cease to accrue interest on and after the Purchase Date, but that any Note not tendered will continue to accrue interest at the same rate;

(6) that, on the Purchase Date, the Purchase Price will become due and payable upon each Note accepted for payment pursuant to the Change of Control Offer;

(7) that the Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount;

(8) the place or places where Notes are to be surrendered for tender pursuant to the Change of Control Offer, if applicable;

(9) that each Holder electing to tender a Note pursuant to the Change of Control Offer will be required to surrender such Note or cause such Note to be surrendered at the place or places set forth in the Change of Control Offer prior to the close of business on the Expiration Date (such Note being, if the Company or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing);

(10) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Company (or its paying agent) receives, not later than the close of business on the Expiration Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the aggregate principal amount of the Notes the Holder tendered, the certificate number of the Note the Holder tendered and a statement that such Holder is withdrawing all or a portion of his tender; and

(11) if applicable, that, in the case of any Holder whose Note is purchased only in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in the aggregate principal amount equal to and in exchange for the unpurchased portion of the aggregate principal amount of the Note so tendered.

The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Change of Control Offer of the Company’s obligation to make a Change of Control Offer, and such offer may, at the Company’s request, be mailed by the Trustee in the name and at the expense of the Company.

For purposes of the foregoing, a Change of Control Offer shall be deemed to have been made if (i) within 30 days following the date of the consummation of a transaction or series of transactions that constitutes a Change of Control, the Company commences a Change of Control Offer to Holders of all outstanding Notes at the Purchase Price and (ii) all Notes properly tendered pursuant to the Change of Control Offer are purchased on the terms of such Change of Control Offer.

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The phrase “all or substantially all,” as used in the definition of “Change of Control,” has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. As a consequence, in the event the Holders of the Notes elected to exercise their rights under the Indenture and the Company elected to contest such election, there could be no assurance how a court interpreting New York law would interpret such phrase. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of Notes may require the Company to make a Change of Control Offer as described above.

The Change of Control provisions of the Indenture may not afford Holders protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction affecting the Company that may adversely affect Holders, if such transaction is not the type of transaction included within the definition of Change of Control. The definition of Change of Control may be amended or modified with the written consent of Holders of a majority in aggregate principal amount of outstanding Notes. See “—Amendment, Supplement and Waiver.”

The Company will be required to comply with the requirements of any applicable securities laws or regulations in connection with any repurchase of the Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such conflict.

The Company will not be required to make a Change of Control Offer upon a Change of Control if (i) a third party makes such Change of Control Offer contemporaneously with or upon a Change of Control in the manner, at the times and otherwise in compliance with the requirements of the Indenture and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption has been given pursuant to the Indenture as described above under the caption “— Optional Redemption.”

The Company’s ability to pay cash to the Holders of Notes upon a Change of Control may be limited by the Company’s then existing financial resources. Further, the agreements governing the Company’s other debt contain, and future agreements of the Company may contain, prohibitions of certain events, including events that would constitute a Change of Control. If the exercise by the Holders of Notes of their right to require the Company to repurchase the Notes upon a Change of Control occurred at the same time as a change of control event under one or more of the Company’s other debt agreements, the Company’s ability to pay cash to the Holders of Notes upon a repurchase may be further limited by the Company’s then existing financial resources. See “Risk Factors — Risks Related to the Notes and Our Indebtedness — We may not be able to finance a change of control offer required by the indenture governing the notes.”

Certain Covenants

Set forth below are certain covenants contained in the Indenture:

Limitation on Incurrence of Debt

The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Debt (including Acquired Debt); provided, the Company and the Guarantors may Incur Debt so long as, immediately after giving effect to the Incurrence of such Debt and the receipt and application of the proceeds therefrom, (a) the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries, determined on a pro forma basis as if any such Debt (including any other Debt being Incurred contemporaneously), and any other Debt Incurred since the beginning of the Four Quarter Period (other than any Debt Incurred under the revolving portion of a credit agreement), had been Incurred and the proceeds thereof had been applied at the beginning of the Four Quarter Period, and any other Debt repaid since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than 2.00:1 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the Incurrence of such Debt.

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If, during the Four Quarter Period or subsequent thereto and prior to the date of determination, the Company or any of its Restricted Subsidiaries shall have engaged in any Asset Sale or Asset Acquisition or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, Consolidated Cash Flow Available for Fixed Charges and Consolidated Interest Expense for the Four Quarter Period shall be calculated on a pro forma basis giving effect to such Asset Sale or Asset Acquisition or designation, as the case may be, and the application of any proceeds therefrom as if such Asset Sale or Asset Acquisition or designation had occurred on the first day of the Four Quarter Period.

If the Debt which is the subject of a determination under this provision is Acquired Debt, or Debt Incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Debt of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the Four Quarter Period) to the Incurrence of such Acquired Debt or such other Debt by the Company or any of its Restricted Subsidiaries and the inclusion, in Consolidated Cash Flow Available for Fixed Charges, of the Consolidated Cash Flow Available for Fixed Charges of the acquired Person, business, property or assets or redesignated Subsidiary.

Notwithstanding the first paragraph above, the Company and its Restricted Subsidiaries may Incur Permitted Debt.

For purposes of determining any particular amount of Debt under this “Limitation on Incurrence of Debt” covenant, Guarantees or obligations with respect to letters of credit supporting Debt otherwise included in the determination of such particular amount shall not be included. For the purposes of determining compliance with this “Limitation on Incurrence of Debt” covenant, in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, including categories of Permitted Debt and under part (a) in the first paragraph of this “Limitation on Incurrence of Debt” covenant, the Company, in its sole discretion, may classify, and from time to time may reclassify, all or any portion of such item of Debt.

The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Debt in the form of additional Debt or payment of dividends on Capital Stock in the form of additional shares of Capital Stock with the same terms will not be deemed to be an Incurrence of Debt or issuance of Capital Stock for purposes of this covenant.

The Company and any Guarantor will not Incur any Debt that pursuant to its terms is subordinate or junior in right of payment to any Debt unless such Debt is subordinated in right of payment to the Notes and the Note Guarantees to the same extent; provided that Debt will not be considered subordinate or junior in right of payment to any other Debt solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Limitation on Restricted Payments

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment unless, at the time of and after giving effect to the proposed Restricted Payment:

(a) no Default or Event of Default shall have occurred and be continuing or will occur as a consequence thereof;

(b) after giving effect to such Restricted Payment on a pro forma basis, the Company would be permitted to Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the provisions described in the first paragraph under the “Limitation on Incurrence of Debt” covenant; and

(c) after giving effect to such Restricted Payment on a pro forma basis, the aggregate amount expended or declared for all Restricted Payments made on or after the Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii) and (vi) of the next succeeding paragraph), shall not exceed the sum (without duplication) of

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50% of the Consolidated Net Income (or, if Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Company accrued on a cumulative basis during the period (taken as one accounting period) beginning on January 1, 2007 and ending on the last day of the fiscal quarter immediately preceding the date of such proposed Restricted Payment, plus

100% of the net proceeds received by the Company (including the Fair Market Value of property other than cash) subsequent to the Issue Date either (i) as a contribution to its common equity capital or (ii) from the issuance and sale (other than to a Restricted Subsidiary) of its Qualified Capital Stock, including Qualified Capital Stock issued upon the conversion of Debt or Redeemable Capital Stock of the Company, and from the exercise of options, warrants or other rights to purchase such Qualified Capital Stock (other than Capital Stock or Debt sold to a Subsidiary of the Company), plus

100% of the net reduction in Investments made subsequent to the Issue Date (other than Permitted Investments), in any Person, resulting from payments of interest on Debt, dividends, repayments of loans or advances (but only to the extent such interest, dividends or repayments are not included in the calculation of Consolidated Net Income), in each case to the Company or any Restricted Subsidiary from any Person (including, without limitation, from Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries in accordance with the Indenture, not to exceed in the case of any Person the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person.

Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries may take the following actions, provided that, in the case of clauses (iv), (v) or (viii), immediately after giving effect to such action, no Default or Event of Default has occurred and is continuing:

(i) the payment of any dividend on Capital Stock in the Company or a Restricted Subsidiary within 60 days after declaration thereof if at the declaration date such payment would not have been prohibited by the foregoing provisions of this covenant;

(ii) the repurchase, redemption, retirement or other acquisition for value of any Qualified Capital Stock of the Company by conversion into, or by or in exchange for, Qualified Capital Stock, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of other Qualified Capital Stock of the Company; or the making of any Restricted Payment out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Stock of the Company; provided that the amount of any such net cash proceeds that are used for such repurchase, redemption, retirement or other acquisition for value shall be excluded from clause (c)(2) of the preceding paragraph;

(iii) the redemption, defeasance, repurchase, retirement or other acquisition for value of any Debt of the Company that is subordinate in right of payment to the Notes out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of (x) new subordinated Debt of the Company Incurred in accordance with the Indenture or (y) of Qualified Capital Stock of the Company; provided that the amount of any such net cash proceeds that are used for such redemption, defeasance, repurchase, retirement or other acquisition for value shall be excluded from clause (c)(2) of the preceding paragraph;

(iv) the payment of any dividend or distribution by a Restricted Subsidiary of the Company to the holders of any class of its Capital Stock on a pro rata basis; provided that the Company and its Restricted Subsidiaries own at least a majority of the outstanding shares of such class of Capital Stock;

(v) the repurchase, redemption, retirement or other acquisition for value of Capital Stock in the Company held by employees or former employees of the Company or any Restricted Subsidiary (or their estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment; provided that the aggregate cash consideration paid for such

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purchase, redemption, retirement or other acquisition of such Capital Stock does not exceed $1.0 million in any calendar year;

(vi) repurchase of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities;

(vii) cash payments in lieu of fractional shares issuable as dividends on Capital Stock of the Company or any of its Restricted Subsidiaries in an amount not to exceed $1.0 million in the aggregate; and

(viii) other Restricted Payments not in excess of $5.0 million in the aggregate.

If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Board of Directors of the Company, would be permitted under the requirements of the Indenture, such Restricted Payment shall be deemed to have been made in compliance with the Indenture notwithstanding any subsequent adjustment made in good faith to the Company’s financial statements affecting Consolidated Net Income.

If any Person in which an Investment is made, which Investment constitutes a Restricted Payment when made, thereafter becomes a Restricted Subsidiary in accordance with the Indenture, all such Investments previously made in such Person shall no longer be counted as Restricted Payments for purposes of calculating the aggregate amount of Restricted Payments pursuant to clause (c) of the first paragraph under this “Limitation on Restricted Payments” covenant, in each case to the extent such Investments would otherwise be so counted.

If the Company or a Restricted Subsidiary transfers, conveys, sells, leases or otherwise disposes of an Investment in accordance with the “Limitation on Asset Sales” covenant, which Investment was originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph of this covenant, the aggregate amount expended or declared for all Restricted Payments shall be reduced by the lesser of (i) the Net Cash Proceeds from the transfer, conveyance, sale, lease or other disposition of such Investment or (ii) the amount of the original Investment, in each case, to the extent originally included in the aggregate amount expended or declared for all Restricted Payments pursuant to clause (c) of the first paragraph of this covenant.

For purposes of this covenant, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment.

Limitation on Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, create, incur, assume or suffer to exist any Liens securing Debt of any kind, other than Permitted Liens, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom without securing the Notes and all other amounts due under the Indenture (for so long as such Lien exists) equally and ratably with (or prior to) the obligation or liability secured by such Lien.

Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become effective or enter into any encumbrance or restriction (other than pursuant to the Indenture, law or regulation) on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Capital Stock owned by the Company or any Restricted Subsidiary or pay any Debt or other obligation owed to the Company or any Restricted Subsidiary, (ii) make loans or advances to the Company or any Restricted Subsidiary thereof or (iii) transfer any of its property or assets to the Company or any Restricted Subsidiary.

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However, the preceding restrictions will not apply to the following encumbrances or restrictions existing under or by reason of:

(a) any encumbrance or restriction in existence on the Issue Date, including those required by the Credit Agreement and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend or other payment restrictions than those contained in these agreements on the Issue Date;

(b) any encumbrance or restriction pursuant to an agreement relating to an acquisition of property, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not or were not created in anticipation of or in connection with the acquisition thereof);

(c) any encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges with or into a Restricted Subsidiary of the Company on or after the Issue Date, which is in existence at the time such Person becomes a Restricted Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted Subsidiary;

(d) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Debt issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and restrictions contained in any such refinancing agreement are no less favorable in any material respect to the Holders than the encumbrances and restrictions contained in the agreements governing the Debt being renewed, refunded, replaced, refinanced or extended in the good faith judgment of the Board of Directors of the Company;

(e) customary provisions restricting subletting or assignment of any lease, contract, or license of the Company or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

(f) any restriction on the sale or other disposition of assets or property securing Debt as a result of a Permitted Lien on such assets or property;

(g) any encumbrance or restriction by reason of applicable law, rule, regulation or order;

(h) any encumbrance or restriction under the Indenture, the Notes and the Note Guarantees;

(i) any encumbrance or restriction under the sale of assets, including, without limitation, any agreement for the sale or other disposition of a Subsidiary that restricts distributions by that Subsidiary pending its sale or other disposition;

(j) restrictions on cash and other deposits or net worth imposed by customers under contracts entered into the ordinary course of business;

(k) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into the ordinary course of business;

(l) any instrument governing Debt or Capital Stock of a Person acquired by the Company or any of the Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Debt or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Debt, such Debt was permitted by the terms of the Indenture to be incurred;

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(m) purchase money obligations (including Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on that property so acquired of the nature described in clause (iii) of the first paragraph hereof; and

(n) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements otherwise permitted by the Indenture entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements.

Nothing contained in this “Limitation on Dividends and Other Payments Affecting Restricted Subsidiaries” covenant shall prevent the Company or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to exist any Liens otherwise permitted in the “Limitation on Liens” covenant or (ii) restricting the sale or other disposition of property or assets of the Company or any of its Restricted Subsidiaries that secure Debt of the Company or any of its Restricted Subsidiaries Incurred in accordance with the Indenture.

Limitation on Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Capital Stock issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash, such percentage to be determined as of the closing date of the Asset Sale, without regard to working capital adjustments, indemnification obligations or other post-closing adjustments that have the effect of increasing or decreasing the amount of consideration received in the Asset Sale. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on the most recent consolidated balance sheet of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability;

(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received in that conversion; and

(c) any Capital Stock or assets of the kind referred to in clauses (2) or (3) of the next paragraph of this covenant.

Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Cash Proceeds at its option:

(1) to permanently repay or prepay Debt outstanding under the Credit Agreement and, if the Debt repaid is revolving credit Debt, to correspondingly reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary;

(3) to make a capital expenditure or to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(4) any combination of the foregoing.

Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph of this covenant will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds

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exceeds $5.0 million, within thirty days thereof, the Company will make an offer (an “Offer to Purchase”) to all Holders of Notes and Additional Notes, and, at the election of the Company, holders of Pari Passu Debt, equal to the Excess Proceeds, in accordance with the procedures summarized herein and set forth in the Indenture. The offer price in any Offer to Purchase will be equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to the date of purchase, and will be payable in cash.

The Company shall send the Offer to Purchase by first class mail, to the Holders and, at the option of the Company in the manner set forth above, holders of Pari Passu Debt. The Offer to Purchase will state, among other things:

(1) that the Company is offering to prepay Notes (and Pari Passu Debt, as applicable) pursuant to the covenant “— Limitation on Asset Sales”;

(2) the aggregate principal amount of the outstanding Notes (and Pari Passu Debt, as applicable) offered to be purchased pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to the covenant “— Limitation on Asset Sales”) (the “Purchase Amount”);

(3) that any Note (or portion thereof) accepted for payment (and for which payment has been duly provided on the purchase date) pursuant to the Offer to Purchase shall cease to accrue interest after the purchase date;

(4) the purchase price and purchase date, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of mailing of such Offer to Purchase;

(5) that (a) if Notes having an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase all such Notes and (b) if Notes (and Pari Passu Debt, as applicable) having an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Company shall purchase Notes (and Pari Passu Debt) having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of $1,000 principal amount or integral multiples thereof shall be purchased); and

(6) a description of the procedure that Holders must follow in order to tender their Notes (or portions thereof) for payment and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof).

The Company shall notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer to Purchase of the Company’s obligation to make a Offer to Purchase, and such offer may, at the Company’s request, be mailed by the Trustee in the name and at the expense of the Company.

If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Additional Notes tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Additional Notes to be purchased on a pro rata basis.

Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. The Company will comply with the requirements of any applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

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Limitation on Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Unrestricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary other than transactions solely among any of the Company and its Restricted Subsidiaries (an “Affiliate Transaction”), unless:

(i) such business, transaction or series of related transactions is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm’s length transaction between unaffiliated parties; and

(ii) with respect to an Affiliate Transaction involving an amount or having a value in excess of $1.0 million the Company delivers to the Trustee an Officers’ Certificate stating that such business, transaction or series of related transactions complies with clause (i) above.

In the case of an Affiliate Transaction involving an amount or having a value in excess of $2.5 million but less than or equal to $10.0 million, the Company must obtain a resolution of the Board of Directors certifying that such Affiliate Transaction complies with clause (i) above. In the case of an Affiliate Transaction involving an amount or having a value in excess of $10.0 million, the Company must obtain a written opinion of a nationally recognized investment banking, accounting or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary from a financial point of view.

The foregoing limitations do not limit, and shall not apply to:

(1) Restricted Payments that are permitted by the provisions of the Indenture described above under “— Limitation on Restricted Payments” and Permitted Investments permitted under the Indenture,

(2) the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the Company or a Restricted Subsidiary who are outside directors,

(3) the payment of reasonable and customary compensation and other benefits (including retirement, health, option, deferred compensation and other benefit plans) and indemnities to officers, employees and retirees of the Company or any Restricted Subsidiary as determined by the Board of Directors thereof in good faith,

(4) transactions between or among the Company and/or its Restricted Subsidiaries,

(5) any transaction pursuant to any agreement described herein under “Certain Relationships and Related Transactions,” as in effect on the Issue Date, and

(6) the issuance of Qualified Capital Stock otherwise permitted hereunder.

Limitation on Sale and Leaseback Transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction unless:

(i) the consideration received in such Sale and Leaseback Transaction is at least equal to the fair market value of the property sold, as determined by a board resolution of the Board of Directors of the Company or by an Officers’ Certificate,

(ii) prior to and after giving effect to the Attributable Debt in respect of such Sale and Leaseback Transaction and the use of proceeds therefrom, the Company and such Restricted Subsidiary comply with the “Limitation on Incurrence of Debt” covenant contained herein, and

(iii) at or after such time the Company and such Restricted Subsidiary also comply with the “Limitation on Asset Sales” covenant contained herein.

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Reports

So long as any Notes are outstanding, the Company will furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports,

provided that in each case the delivery of materials by electronic means shall be deemed to be “furnished” for purposes of this requirement; and provided further that so long as such filings by the Company are available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system (EDGAR), such filings shall be deemed to have been “furnished” to the Holders of Notes without any further action required by the Company.

In addition, whether or not required by the SEC, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to prospective investors upon request. In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Additional Note Guarantees

On the Issue Date, each of our Domestic Subsidiaries will guarantee the Notes in the manner and on the terms set forth in the Indenture.

After the Issue Date, if the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary with total assets in excess of $1.0 million (determined in accordance with GAAP), then that newly acquired or created Domestic Subsidiary (i) will become a Guarantor and execute a supplemental indenture and (ii) shall deliver an opinion of counsel reasonably satisfactory to the Trustee within 20 business days of the date on which it was acquired or created.

Limitation on Creation of Unrestricted Subsidiaries

Subject to the limitations set forth herein, the Company may designate any Subsidiary of the Company to be an “Unrestricted Subsidiary,” in which event such Subsidiary and each other Person that is then or thereafter becomes a Subsidiary of such Subsidiary will be deemed to be an Unrestricted Subsidiary.

The Company may designate any Subsidiary to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, any other Restricted Subsidiary of the Company, provided that either:

(x) the Subsidiary to be so designated has total assets of $1,000 or less; or

(y) immediately after giving effect to such designation, the Company could Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to the first paragraph under the “Limitation on Incurrence of Debt” covenant; and provided further that the Company could make a Restricted Payment in an amount equal to the greater of the Fair Market Value or book value of such Subsidiary pursuant to the “Limitation on Restricted Payments” covenant and such amount is thereafter treated as a Restricted Payment for the purpose of calculating the amount available for Restricted Payments thereunder.

An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if (i) all the Debt of such Unrestricted Subsidiary could be Incurred under the “Limitation on Incurrence of Debt” covenant and (ii) all

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the Liens on the property and assets of such Unrestricted Subsidiary could be incurred pursuant to the “Limitation on Liens” covenant.

Consolidation, Merger, Conveyance, Transfer or Lease

The Company will not in any transaction or series of transactions, consolidate with or merge into any other Person (other than a merger of a Restricted Subsidiary into the Company in which the Company is the continuing Person), or transfer all or substantially all of the assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis), taken as a whole, to any other Person, unless:

(i) either: (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person that acquires, by sale, assignment, conveyance, transfer, lease or disposition, all or substantially all of the property and assets of the Company (such Person, the “Surviving Entity”), (1) shall be a corporation, organized and validly existing under the laws of the United States, any political subdivision thereof or any state thereof or the District of Columbia and (2) shall expressly assume, by a supplemental indenture, the due and punctual payment of all amounts due in respect of the principal of (and premium, if any) and interest on all the Notes and the performance of the covenants and obligations of the Company under the Indenture;

(ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(iii) immediately after giving effect to any such transaction or series of transactions on a pro forma basis (including, without limitation, any Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction or series of transactions) as if such transaction or series of transactions had occurred on the first day of the determination period, the Company (or the Surviving Entity if the Company is not continuing) could Incur $1.00 of additional Debt (other than Permitted Debt) under the first paragraph of the “Limitation on Incurrence of Debt” covenant; and

(iv) the Company delivers, or causes to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, conveyance, assignment, transfer, lease or other disposition complies with the requirements of the Indenture.

The preceding clause (iii) will not prohibit a merger between the Company and a Restricted Subsidiary that is a wholly owned Subsidiary of the Company so long as the amount of Debt of the Company and its Restricted Subsidiaries is not increased thereby.

For all purposes of the Indenture and the Notes, Subsidiaries of any Surviving Entity will, upon such transaction or series of transactions, become Restricted Subsidiaries or Unrestricted Subsidiaries as provided pursuant to the Indenture and all Debt, and all Liens on property or assets, of the Surviving Entity and its Subsidiaries that was not Debt, or were not Liens on property or assets, of the Company and its Subsidiaries immediately prior to such transaction or series of transactions shall be deemed to have been Incurred upon such transaction or series of transactions.

Upon any transaction or series of transactions that are of the type described in, and are effected in accordance with, conditions described in the immediately preceding paragraphs, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company, under the Indenture with the same effect as if such Surviving Entity had been named as the Company therein; and when a Surviving Entity duly assumes all of the obligations and covenants of the Company pursuant to the Indenture and the Notes, except in the case of a lease, the predecessor Person shall be relieved of all such obligations.

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Limitation on Business Activities

The Company will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

Events of Default

Each of the following is an “Event of Default” under the Indenture:

(1) default in the payment in respect of the principal of (or premium, if any, on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) default in the making of a Change of Control Offer as required by the Indenture;

(4) failure to perform or comply with the Indenture provisions described under “— Certain Covenants — Consolidation, Merger, Conveyance, Transfer or Lease”;

(5) except as permitted by the Indenture, any Note Guarantee shall for any reason cease to be, or it shall be asserted by any Guarantor or the Company not to be, in full force and effect and enforceable in accordance with its terms;

(6) default in the performance, or breach, of any covenant or agreement of the Company or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3), (4) or (5) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

(7) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Company or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $10.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $10.0 million of such Debt when due and payable after the expiration of any applicable grace period with respect thereto;

(8) the entry against the Company or any Restricted Subsidiary of one or more final, non-appealable judgments for the payment of money (except to the extent such judgment is covered by insurance and the Company’s insurer has not denied coverage) in an aggregate amount in excess of $10.0 million, by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; or

(9) certain events in bankruptcy, insolvency or reorganization affecting the Company, any Significant Subsidiary or any Guarantor.

If an Event of Default (other than an Event of Default specified in clause (9) above with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

In the event of a declaration of acceleration of the Notes solely because an Event of Default described in clause (7) above has occurred and is continuing, the declaration of acceleration of the Notes shall be

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automatically rescinded and annulled if the event of default or payment default triggering such Event of Default pursuant to clause (7) shall be remedied or cured by the Company or a Restricted Subsidiary of the Company or waived by the holders of the relevant Debt within 20 business days after the declaration of acceleration with respect thereto and if the rescission and annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction obtained by the Trustee for the payment of amounts due on the Notes.

If an Event of Default specified in clause (9) above occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. For further information as to waiver of defaults, see “— Amendment, Supplement and Waiver.” The Trustee may withhold from Holders notice of any Default (except Default in payment of principal of, premium, if any, and interest) if the Trustee determines that withholding notice is in the best interest of the Holders to do so.

No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the outstanding Notes shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as Trustee, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of the outstanding Notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. Such limitations do not apply, however, to a suit instituted by a Holder of a Note for enforcement of payment of the principal of (and premium, if any) or interest on such Note on or after the respective due dates expressed in such Note.

The Company will be required to furnish to the Trustee annually a statement as to the performance of certain obligations under the Indenture and as to any default in such performance. The Company also is required to notify the Trustee if it becomes aware of the occurrence of any Default or Event of Default.

Amendment, Supplement and Waiver

Without the consent of any Holders, the Company, the Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Notes;

(2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;

(3) to add additional Events of Default;

(4) to provide for uncertificated Notes in addition to or in place of the certificated Notes;

(5) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee;

(6) to provide for or confirm the issuance of Additional Notes in accordance with the terms of the Indenture;

(7) to cure any ambiguity, to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision in the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such actions pursuant to this clause shall not adversely affect the interests of the Holders in any material respect, as determined in good faith by the Board of Directors of the Company; and

(8) to conform the text of the Indenture or the Notes to any provision of this “Description of Exchange Notes” to the extent that such provision in this “Description of Exchange Notes” was intended to be a verbatim recitation of a provision of the Indenture or the Notes.

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With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

(1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefore,

(2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture,

(3) modify the obligations of the Company to make a Change of Control Offer or an Offer to Purchase if such modification was done after the occurrence of a Change of Control or Asset Sale, as applicable,

(4) subordinate, in right of payment, the Notes to any other Debt of the Company, or

(5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants that cannot be amended or waived without the consent of each holder affected thereby, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby.

The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any past default under the Indenture and its consequences, except a default:

(1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to a Change of Control Offer or an Offer to Purchase which has been made by the Company), or

(2) in respect of a covenant or provision hereof which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.

Satisfaction and Discharge of the Indenture; Defeasance

The Company and the Guarantors may terminate the obligations under the Indenture, the Notes and the Note Guarantees when:

(1) either: (A) all Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes that have been replaced) have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “Discharge”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date of redemption;

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(2) the Company has paid or caused to be paid all other sums then due and payable under the Indenture by the Company;

(3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound (except for a Default occurring by reason of the Incurrence of Debt the proceeds of which are used for the deposit);

(4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be; and

(5) the Company has delivered to the Trustee an Officers’ Certificate and an opinion of counsel reasonably acceptable to the Trustee, each stating that all conditions precedent under the Indenture relating to the Discharge have been complied with.

The Company may elect, at its option, to have certain obligations discharged with respect to the outstanding Notes (“defeasance”). Such defeasance means that the Company will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

(1) the rights of Holders of such Notes to receive payments in respect of the principal of and any premium and interest on such Notes when payments are due,

(2) the Company’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, replacing mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust,

(3) the rights, powers, trusts, duties and immunities of the Trustee,

(4) the Company’s right of optional redemption, and

(5) the defeasance provisions of the Indenture.

In addition, the Company may elect, at its option, to have its obligations released with respect to certain covenants, including, without limitation, its obligation to make Offers to Purchase in connection with Asset Sales and Change of Control Offers in connection with any Change of Control, in the Indenture (“covenant defeasance”) and any omission to comply with such obligation shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-payment, bankruptcy and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either defeasance or covenant defeasance with respect to outstanding Notes:

(1) the Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the Holders of such Notes: (A) money in an amount, or (B) U.S. government obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized investment banking firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of the Indenture and such Notes;

(2) in the case of defeasance, the Company shall have delivered to the Trustee an opinion of counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue

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Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3) in the case of covenant defeasance, the Company shall have delivered to the Trustee an opinion of counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

(4) no Default or Event of Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (except for a Default occurring by reason of the Incurrence of Debt the proceeds of which are used for the deposit) or alternatively, in the case of defeasance, either: (A) the Company shall have delivered to the Trustee an opinion of counsel to the effect that, based upon existing precedents, if the matter were properly briefed, assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the 123rd day following the deposit, a court should hold that the deposit of monies and/or U.S. government obligations as provided in clause (1) would not constitute a preference voidable under Section 547 or 548 of the federal bankruptcy laws; or (B) no Default or Event of Default relating to bankruptcy or insolvency shall have occurred and be continuing at any time on or prior to the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 91st day);

(5) such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Notes are in default within the meaning of such Act);

(6) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which the Company is bound; and

(7) the Company shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

In the event of a defeasance or a Discharge, a Holder whose taxable year straddles the deposit of funds and the distribution in redemption to such Holder would be subject to tax on any gain (whether characterized as capital gain or market discount) in the year of deposit rather than in the year of receipt. In connection with a Discharge, in the event the Company becomes insolvent within the applicable preference period after the date of deposit, monies held for the payment of the Notes may be part of the bankruptcy estate of the Company, disbursement of such monies may be subject to the automatic stay of the bankruptcy code and monies disbursed to Holders may be subject to disgorgement in favor of the Company’s estate. Similar results may apply upon the insolvency of the Company during the applicable preference period following the deposit of monies in connection with defeasance.

The Trustee

Wells Fargo Bank, National Association, the Trustee under the Indenture, will be the initial paying agent and registrar for the Notes. The Trustee from time to time may extend credit to the Company in the normal

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course of business. Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture.

The Indenture and the Trust Indenture Act contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any “conflicting interest” (as defined in the Trust Indenture Act) it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of its own affairs. Subject to such provisions, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders pursuant to the Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

No Personal Liability of Stockholders, Partners, Officers or Directors

No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of the Company, or any of their respective Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of the Company under the Notes, any Note Guarantee or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator.

Governing Law

The Indenture and the Notes are governed by, and will be construed in accordance with, the laws of the State of New York.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any capitalized term used herein for which no definition is provided.

“Acquired Debt” means Debt of a Person (including an Unrestricted Subsidiary) existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing. For purposes of the “Limitation on Transactions with Affiliates” covenant, any Person directly or indirectly owning 5% or more of the outstanding Capital Stock of the Company will be deemed an Affiliate.

“Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of (i) 1.0% of the then outstanding principal amount of such Note and (ii) the excess of:

(a) the present value at such redemption date of the sum of (i) the redemption price of such Note at February 1, 2011 (such redemption price being set forth in the table appearing above under “— Optional Redemption”) plus (ii) all required interest payments due on such Note through February 1, 2011

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(excluding accrued but unpaid interest), such present value to be computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the then outstanding principal amount of such Note.

“Asset Acquisition” means:

(a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary, or shall be merged with or into the Company or any Restricted Subsidiary; or

(b) the acquisition by the Company or any Restricted Subsidiary of the assets of any Person which constitute all or substantially all of the assets of such Person, any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business.

“Asset Sale” means any transfer, conveyance, sale, lease or other disposition (including, without limitation, dispositions pursuant to any consolidation or merger) by the Company or any of its Restricted Subsidiaries to any Person (other than to the Company or one or more of its Restricted Subsidiaries) in any single transaction or series of transactions of:

(i) Capital Stock in another Person (other than directors’ qualifying shares);

(ii) any other property or assets (other than in the normal course of business, including any sale or other disposition of obsolete or permanently retired equipment); provided, however, that the term “Asset Sale” shall exclude:

(a) any asset disposition permitted by the provisions described under “Consolidation, Merger, Conveyance, Transfer or Lease” that constitutes a disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole;

(b) any transfer, conveyance, sale, lease or other disposition of property or assets, the gross proceeds of which (exclusive of indemnities) do not exceed $1.0 million;

(c) sales of Eligible Cash Equivalents;

(d) sales of Capital Stock of Unrestricted Subsidiaries;

(e) the sale and leaseback of any assets within 90 days of the acquisition thereof;

(f) the disposition of equipment no longer used or useful in the business of such entity;

(g) any “like kind” exchange of property pursuant to Section 1031 of the Code, so long as the property acquired will be used in a Permitted Business;

(h) a Restricted Payment or Permitted Investment that is otherwise permitted by the Indenture;

(i) the creation of a Lien (but not the sale or other disposition of the property subject to such Lien); and

(j) licenses and sublicenses of intellectual property and leases or subleases in the ordinary course of business to third persons not interfering in any material respect with the business of the Company or any of its Restricted Subsidiaries.

For purposes of this definition, any series of related transactions that, if effected as a single transaction, would constitute an Asset Sale, shall be deemed to be a single Asset Sale effected when the last such transaction which is a part thereof is effected.

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value at the time of determination (discounted at the rate of interest implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended or may be extended without the consent of the counterparty).

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“Average Life” means, as of any date of determination, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment (including any sinking fund or mandatory redemption payment requirements) of such Debt multiplied by (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Board of Directors” means (i) with respect to the Company or any Restricted Subsidiary, its board of directors; (ii) with respect to a corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

“Capital Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Debt arrangement conveying the right to use) real or personal property of such Person, to the extent such obligations are required to be classified and accounted for as a capital lease or a liability on the face of a balance sheet of such Person in accordance with GAAP. The Stated Maturity of any Capital Lease Obligation shall be the date of the last payment of rent or any other amount due under such lease (or other Debt arrangement) prior to the first date upon which such lease (or other Debt arrangement) may be terminated by the user of such real or personal property without payment of a penalty, and the amount of any Capital Lease Obligation shall be the capitalized amount thereof determined in accordance with GAAP.

“Capital Stock” in any Person means any and all shares, interests (including Preferred Stock), participations or other equivalents in the equity interest (however designated) in such Person and any rights (other than Debt securities convertible into an equity interest), warrants or options to acquire an equity interest in such Person.

“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the ultimate “beneficial owner” (as such term is used in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (a) such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the Voting Interests in the Company; or

(b) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by the Board of Directors was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Company’s Board of Directors then in office; or

(c) the Company sells, conveys, transfers or leases (either in one transaction or a series of related transactions) all or substantially all of its assets to, or merges or consolidates with, a Person other than (x) a Restricted Subsidiary of the Company or (y) a Successor Entity in which a majority or more of the voting power of the Voting Interests is held by the stockholders of the Company immediately prior to such transaction or series of related transactions.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” of any Person means Capital Stock in such Person that does not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Stock of any other class in such Person.

“Company” means American Pacific Corporation and any successor thereto.

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“Consolidated Cash Flow Available for Fixed Charges” means, with respect to any Person for any period:

(i) the sum of, without duplication, the amounts for such period, taken as a single accounting period, of:

(a) Consolidated Net Income;

(b) Consolidated Non-cash Charges;

(c) Consolidated Interest Expense;

(d) Consolidated Income Tax Expense to the extent included in the computation of Consolidated Net Income (other than income tax expense (either positive or negative) attributable to extraordinary gains or losses); and

(e) if any Asset Sale or Asset Acquisition shall have occurred since the first day of any four quarter period for which “Consolidated Cash Flow Available for Fixed Charges” is being calculated (including to the date of calculation):

(A)  the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate or equity owner of the entity involved in any such Asset Acquisition to the extent such costs are eliminated or reduced (or public announcement has been made of the intent to eliminate or reduce such costs) prior to the date of such calculation and not replaced; and

(B)  the amount of any reduction in general, administrative or overhead costs of the entity involved in any Asset Acquisition or Asset Sale to the extent such amounts under clauses (A) and (B) would be permitted to be eliminated in a pro forma income statement prepared in accordance with Rule 11-02 of Regulation S-X as interpreted by the SEC;

(ii) less non-cash items increasing Consolidated Net Income for such period, other than (a) the accrual of revenue consistent with past practice, and (b) reversals of prior accruals or reserves for cash items previously excluded in the calculation of Consolidated Non-cash Charges.

“Consolidated Fixed Charge Coverage Ratio” means, with respect to any Person, the ratio of the aggregate amount of Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of the transaction (the “Transaction Date”) giving rise to the need to calculate the Consolidated Fixed Charge Coverage Ratio (such four full fiscal quarter period being referred to herein as the “Four Quarter Period”) to the aggregate amount of Consolidated Fixed Charges of such Person for the Four Quarter Period. In calculating “Consolidated Fixed Charges” for purposes of determining the denominator (but not the numerator) of this “Consolidated Fixed Charge Coverage Ratio”:

(i) interest on outstanding Debt determined on a fluctuating basis as of the Transaction Date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Debt in effect on the Transaction Date; and

(ii) if interest on any Debt actually incurred on the Transaction Date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the Transaction Date will be deemed to have been in effect during the Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly Guarantees Debt of a third Person, the above clause shall give effect to the incurrence of such Guaranteed Debt as if such Person or such Subsidiary had directly incurred or otherwise assumed such Guaranteed Debt.

“Consolidated Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication, the amounts for such period of:

(i) Consolidated Interest Expense; and

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(ii) the product of (a) all dividends and other distributions paid or accrued during such period in respect of Redeemable Capital Stock of such Person and its Restricted Subsidiaries, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case determined on a consolidated basis in accordance with GAAP.

“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(i) the interest expense of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation:

(a) any amortization of debt discount;

(b) the net cost under Interest Rate Protection Obligations (including any amortization of discounts);

(c) the interest portion of any deferred payment obligation;

(d) all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar activities; and

(e) all accrued interest;

but excluding (1) dividends on the Company’s Preferred Stock, to the extent such dividends are classified as interest expense in accordance with GAAP and (2) any one-time non-cash charges or expenses associated with the write off of deferred financing costs relating to (A) Debt that is retired with the proceeds of the Notes, and (B) the repayment or retirement of the Credit Agreement or the Notes; and

(ii) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; and

(iii) all capitalized interest of such Person and its Restricted Subsidiaries for such period.

“Consolidated Net Income” means, with respect to any Person, for any period, the consolidated net income (or loss) of such Person and its Restricted Subsidiaries for such period as determined in accordance with GAAP, adjusted, to the extent included in calculating such net income, by excluding, without duplication:

(i) all extraordinary gains or losses (net of fees and expenses relating to the transaction giving rise thereto) on an after-tax basis;

(ii) the portion of net income of such Person and its Restricted Subsidiaries allocable to minority interest in unconsolidated Persons or Investments in Unrestricted Subsidiaries to the extent that cash dividends or distributions have not actually been received by such Person or one of its Restricted Subsidiaries on an after-tax basis;

(iii) gains or losses in respect of any Asset Sales (without giving effect to the $1.0 million threshold provided in the definition thereof) by such Person or one of its Restricted Subsidiaries (net of fees and expenses relating to the transaction giving rise thereto), on an after-tax basis;

(iv) the net income of any Restricted Subsidiary of such Person to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Restricted Subsidiary or its stockholders;

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(v) any gain or loss realized as a result of the cumulative effect of a change in accounting principles, on an after-tax basis;

(vi) any fees and expenses paid in connection with the issuance of the Notes;

(vii) any unrealized non-cash gain or losses in respect of Hedging Obligations (including those resulting from the application of FAS 133);

(viii) non-cash compensation expense incurred with any issuance of equity-based interests to an employee, director or consultant of such Person or any Restricted Subsidiary; and

(ix) cash charges that are not reasonably expected to result in a cash expenditure by such Person after the date of such charge and prior to the Stated Maturity of the Notes, including but not limited to asset or goodwill impairment charges, charges relating to extinguishment of debt and purchase accounting charges.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charges constituting an extraordinary item or loss or any non-cash charge or expense which may require a subsequent payment in cash prior to the Stated Maturity of the Notes).

“Credit Agreement” means the Company’s credit facility, dated as of the Issue Date, together with all related notes, letters of credit, collateral documents, guarantees, and any other related agreements and instruments executed and delivered in connection therewith, in each case as amended, modified (including increases in the size of the facility), supplemented, refinanced, refunded or replaced in whole or in part from time to time.

“Currency Hedge Obligations” means the obligations of a Person Incurred pursuant to any foreign currency exchange agreement, option or futures contract or other similar agreement or arrangement designed to protect against or manage such Person’s exposure to fluctuations in foreign currency exchange rates on Debt permitted under the Indenture.

“Debt” means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person, or non-recourse, and whether or not contingent, the following, but only to the extent any of the following (other than letters of credit, bankers’ acceptances or similar facilities, any Swap Contracts and Currency Hedge Obligations and Guarantees) would appear as a liability on the face of a balance sheet of the specified Person in accordance with GAAP: (i) all indebtedness of such Person for money borrowed, excluding any trade payables, customer advance payments and deposits, other accrued liabilities incurred in the normal course of business and any liability for federal, state or local income taxes or other taxes owed by such Person; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person with respect to letters of credit (other than letters of credit for workers’ compensation or similar obligations that are secured by cash obligations), bankers’ acceptances or similar facilities issued for the account of such Person; (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property or assets acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property or assets); (v) all Capital Lease Obligations of such Person; (vi) any Swap Contracts and Currency Hedge Obligations of such Person at the time of determination, other than any Swap Contracts and Currency Hedge Obligations that are incurred for the purpose of protecting the Company or its Restricted Subsidiaries against fluctuations in interest rates or foreign currency exchange rates, and not for speculative purposes, and that do not increase the Debt of the obligor outstanding at any time other than as a result of fluctuations in interest rates or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (vii) Attributable Debt with respect to any Sale and Leaseback Transaction to which such Person is a party; and (viii) all obligations of the types referred to in clauses (i) through (vii) of this definition of another Person and all dividends and other distributions of another

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Person, the payment of which, in either case, (A) such Person has Guaranteed or (B) is secured by (or the holder of such Debt or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such Debt, dividends or other distributions. For purposes of the foregoing: (a) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (b) the amount of any Debt described in clause (viii)(A) above shall be the maximum liability under any such Guarantee; (c) the amount of any Debt described in clause (viii)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and (d) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Debt” will exclude (x) customary indemnification obligations, (y) post- closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter.

The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that Guarantees or otherwise provides direct credit support for any Debt of the Company.

“Eligible Bank” means a bank or trust company that (i) is organized and existing under the laws of the United States of America or Canada, or any state, territory, province or possession thereof, (ii) as of the time of the making or acquisition of an Investment in such bank or trust company, has combined capital and surplus in excess of $100.0 million and (iii) the senior Debt of which is rated at least “A-2” by Moody’s or at least “A” by Standard & Poor’s (or equivalent rating to the extent that the ratings criteria are modified after the Issue Date).

“Eligible Cash Equivalents” means any of the following Investments: (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) maturing not more than one year after the date of acquisition; (ii) time deposits in and certificates of deposit of any Eligible Bank, provided that such Investments have a maturity date not more than one year after the date of acquisition; (iii) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (i) above entered into with any Eligible Bank; (iv) direct obligations issued by any state of the United States or any political subdivision or public instrumentality thereof, provided that such Investments mature, or are subject to tender at the option of the holder thereof, within 365 days after the date of acquisition and, at the time of acquisition, have a rating of at least “A” from Standard & Poor’s or “A-2” from Moody’s (or an equivalent rating by any other nationally recognized rating agency); (v) commercial paper of any Person other than an Affiliate of the Company, provided that such Investments have one of the two highest ratings obtainable from either Standard & Poor’s or Moody’s and mature within 180 days after the date of acquisition; (vi) overnight and demand deposits in and bankers’ acceptances of any Eligible Bank and demand deposits in any bank or trust company to the extent insured by the Federal Deposit Insurance Corporation against the

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Bank Insurance Fund; and (vii) money market funds substantially all of the assets of which comprise Investments of the types described in clauses (i) through (vi).

“Event of Loss” means, with respect to any property, any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property, or confiscation or requisition of the use of such property.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, with respect to the consideration received or paid in any transaction or series of transactions, the fair market value thereof as determined in good faith by the Board of Directors; provided, that with respect to any Event of Loss, “Fair Market Value” shall mean consideration received from a government entity and approved in good faith by the Board of Directors.

“Four Quarter Period” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“GAAP” means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

“Guarantee” means, as applied to any Debt of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the normal course of business), direct or indirect, in any manner, of any part or all of such Debt, (ii) any direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Debt of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such Debt of another Person (and “Guaranteed” and “Guaranteeing” shall have meanings that correspond to the foregoing).

“Guarantor” means any Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of the Indenture and their respective successors and assigns.

“Hedging Obligations” of any Person means the obligations of such person pursuant to any interest rate agreement, currency agreement or commodity agreement.

“Holder” means a Person in whose name a Note is registered in the security register.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or other obligation on the balance sheet of such Person; provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. Debt otherwise Incurred by a Person before it becomes a Subsidiary of the Company shall be deemed to be Incurred at the time at which such Person becomes a Subsidiary of the Company. “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings that correspond to the foregoing. A Guarantee by the Company or a Restricted Subsidiary of Debt Incurred by the Company or a Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Debt. None of the following shall be deemed to be a separate Incurrence of Debt:

(1) amortization of debt discount or accretion of principal with respect to a non-interest bearing or other discount security;

(2) the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms;

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(3) the obligation to pay a premium in respect of Debt arising in connection with the issuance of a notice of redemption or making of a mandatory offer to purchase such Debt; and

(4) unrealized losses or charges in respect of Hedging Obligations.

“Interest Rate Protection Agreements” means, with respect to any Person, any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include without limitation, interest rate swaps, caps, floors, collars and similar agreements.

“Interest Rate Protection Obligations” means the obligations of any Person pursuant to any Interest Rate Protection Agreements.

“Investment” by any Person means any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer of cash or other property or assets to another Person or any other payments for property or services for the account or use of another Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Capital Stock or other evidence of beneficial ownership in another Person; (ii) the purchase, acquisition or Guarantee of the Debt of another Person or the issuance of a “keep well” with respect thereto; and (iii) the purchase or acquisition of the business or assets of another Person; but shall exclude: (a) accounts receivable and other extensions of trade credit on commercially reasonable terms in accordance with normal trade practices; (b) the acquisition of property and assets from suppliers and other vendors in the normal course of business; and (c) prepaid expenses and workers’ compensation, utility, lease and similar deposits, in the normal course of business.

“Issue Date” means the date on which the initial $110.0 million in aggregate principal amount of the notes were originally issued under the Indenture.

“Lien” means, with respect to any property or other asset, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien (statutory or otherwise), charge, easement, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

“Net Cash Proceeds” means, with respect to Asset Sales of any Person, cash and Eligible Cash Equivalents received, net of: (i) all reasonable out-of-pocket expenses of such Person incurred in connection with such a sale, including, without limitation, all legal, title and recording tax expenses, commissions and other fees and expenses incurred and all federal, state, foreign and local taxes arising in connection with such an Asset Sale that are paid or required to be accrued as a liability under GAAP by such Person; (ii) all payments made by such Person on any Debt that is secured by such properties or other assets in accordance with the terms of any Lien upon or with respect to such properties or other assets or that must, by the terms of such Lien or such Debt, or in order to obtain a necessary consent to such transaction or by applicable law, be repaid to any other Person (other than the Company or a Restricted Subsidiary thereof) in connection with such Asset Sale; and (iii) all contractually required distributions and other payments made to minority interest holders in Restricted Subsidiaries of such Person as a result of such transaction; provided, however, that: (a) in the event that any consideration for an Asset Sale (which would otherwise constitute Net Cash Proceeds) is required by (I) contract to be held in escrow pending determination of whether a purchase price adjustment will be made or (II) GAAP to be reserved against other liabilities in connection with such Asset Sale, such consideration (or any portion thereof) shall become Net Cash Proceeds only at such time as it is released to such Person from escrow or otherwise; and (b) any non-cash consideration received in connection with any transaction, which is subsequently converted to cash, shall become Net Cash Proceeds only at such time as it is so converted.

“Officers’ Certificate” means a certificate to be delivered upon the occurrence of certain events as set forth in the Indenture, signed on behalf of the Company by two Officers of the Company, one of whom must

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be the principal executive officer, the principal financial officer or the principal accounting officer of the Company.

“Pari Passu Debt” means:

(1) with respect to the Company, the Notes and any Debt that ranks pari passu in right of payment to the Notes; and

(2) with respect to any Guarantor, its Note Guarantee and any Debt that ranks pari passu in right of payment to such Guarantor’s Note Guarantee.

“Permitted Business” means any business similar in nature to any business conducted by the Company and the Restricted Subsidiaries on the Issue Date and any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the business conducted by the Company and the Restricted Subsidiaries on the Issue Date, in each case, as determined in good faith by the Board of Directors of the Company.

“Permitted Debt” means:

(i) Debt Incurred pursuant to the Credit Agreement in an aggregate principal amount at any one time outstanding not to exceed $20 million;

(ii) Debt outstanding under the Notes on the Issue Date (and any exchange notes exchanged therefor under the registration rights agreement) and contribution, indemnification and reimbursement obligations owed by the Company or any Guarantor to any of the other of them in respect of amounts paid or payable on such Notes;

(iii) the Note Guarantees (and Guarantees of any exchange notes exchanged therefor under the registration rights agreement)

(iv) Debt of the Company or any Restricted Subsidiary outstanding at the time of the Issue Date;

(v) Debt owed to and held by the Company or a Restricted Subsidiary;

(vi) Guarantees Incurred by the Company or any Guarantor of Debt of a Restricted Subsidiary of the Company that is a Guarantor;

(vii) Guarantees by any Restricted Subsidiary of Debt of the Company or any Restricted Subsidiary, including Guarantees by any Restricted Subsidiary of Debt under the Credit Agreement, provided that (a) such Debt is Permitted Debt or is otherwise Incurred in accordance with the “Limitation on Incurrence of Debt” covenant and (b) such Guarantees are subordinated to the Notes to the same extent as the Debt being guaranteed;

(viii) Debt incurred in respect of workers’ compensation claims, self-insurance obligations, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including Guarantees thereof) by the Company or a Restricted Subsidiary in the ordinary course of business;

(ix) Debt under Swap Contracts and Hedging Obligations;

(x) Debt owed by the Company to any Restricted Subsidiary, provided that if for any reason such Debt ceases to be held by the Company or a Restricted Subsidiary, as applicable, such Debt shall cease to be Permitted Debt and shall be deemed Incurred as Debt of the Company for purposes of the Indenture;

(xi) Debt of the Company or any Restricted Subsidiary pursuant to Capital Lease Obligations and Purchase Money Debt under this clause, provided that the aggregate principal amount of such Debt outstanding at any time may not exceed $5.0 million in the aggregate;

(xii) Debt arising from agreements entered into in the ordinary course of business by the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or

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disposition of any business, assets or Capital Stock of a Restricted Subsidiary otherwise permitted under the Indenture;

(xiii) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Debt is extinguished within five business days of Incurrence;

(xiv) Debt of the Company or any Restricted Subsidiary not otherwise permitted pursuant to this definition in an aggregate principal amount not to exceed $10.0 million at any time outstanding, which Debt may be Incurred under the Credit Agreement; and

(xv) Refinancing Debt.

Notwithstanding anything herein to the contrary, Debt permitted under clause (i) of this definition of “Permitted Debt” shall not constitute “Refinancing Debt” under clause (xv) of this definition of “Permitted Debt”.

“Permitted Investments” means:

(a) Investments in existence on the Issue Date;

(b) Eligible Cash Equivalents;

(c) Investments in property and other assets, owned or used by the Company or any Restricted Subsidiary in the normal course of business;

(d) Investments by the Company or any of its Restricted Subsidiaries in the Company or any Restricted Subsidiary;

(e) Investments by the Company or any Restricted Subsidiary in a Person, if as a result of such Investment (A) such Person becomes a Restricted Subsidiary or (B) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound-up into, the Company or a Restricted Subsidiary;

(f) Swap Contracts and Hedging Obligations;

(g) Non-cash consideration received in conjunction with an Asset Sale that is otherwise permitted under the “Limitation on Asset Sales” covenant;

(h) Investments received in settlement of obligations and judgments owed to the Company or any Restricted Subsidiary and as a result of bankruptcy or insolvency proceedings or upon the foreclosure or enforcement of any Lien in favor of the Company or any Restricted Subsidiary;

(i) Investments by the Company or any Restricted Subsidiary (other than in an Affiliate), not otherwise permitted under this definition, in an aggregate amount at any one time outstanding not to exceed the sum of (i) $5.0 million plus (ii) the net proceeds received by the Company or any Guarantor after the Issue Date from the disposition of Investments existing on the Issue Date; and

(j) loans and advances (including for travel and relocation) to employees in an amount not to exceed $1.0 million in the aggregate at any one time outstanding.

“Permitted Liens” means:

(a) Liens existing on the Issue Date;

(b) Liens securing Debt Incurred pursuant to the Credit Agreement so long as the Debt so Incurred is in compliance with the “Limitation on Incurrence of Debt” covenant;

(c) Liens on property or other assets, deposits and pledges, in each case (i) in connection with workers’ compensation, unemployment insurance and all other types of statutory and regulatory obligations or the requirements of any official body; or (ii) to secure the performance of tenders, bids, indemnity, surety, performance or similar bonds, leases, purchase, construction, sales or servicing

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contracts and other similar obligations Incurred in the normal course of business consistent with industry practice; or (iii) to obtain or secure obligations with respect to letters of credit, Guarantees, bonds or other sureties or assurances given in connection with the activities described in clauses (i) and (ii) above, in each case not Incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or services or imposed by ERISA or the Code in connection with a “plan” (as defined in ERISA) (other than any Lien imposed in connection with any 401(k) plan maintained by the Company or any or its Restricted Subsidiaries); or (iv) arising in connection with any attachment, judgment or order unless such Liens shall not be satisfied or discharged or stayed pending appeal within 60 days after the entry thereof or the expiration of any such stay;

(d) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or a Restricted Subsidiary, or becomes a Restricted Subsidiary (and not Incurred in anticipation of such transaction), provided that such Liens are not extended to the property and assets of the Company and its Restricted Subsidiaries other than the property or assets acquired;

(e) Liens securing Debt of a Restricted Subsidiary owed to and held by the Company or a Restricted Subsidiary thereof;

(f) other Liens incidental to the conduct of the business of the Company or any of its Restricted Subsidiaries, as the case may be, or the ownership of their assets that are incurred in the ordinary course of business and which do not materially impair the use or value of the property subject thereto in its use in the business of the Company or such Restricted Subsidiary;

(g) Liens securing obligations under Swap Contracts, and Hedging Obligations Incurred in the ordinary course of business in connection with managing interest or currency risk resulting from or related to the Credit Agreement;

(h) Liens to secure any permitted extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (a) through (f); provided that such Liens do not extend to any other property or assets and the principal amount of the obligations secured by such Liens is not increased;

(i) Liens to secure Purchase Money Debt or Capital Lease Obligations;

(j) Liens in favor of the Company or any Guarantor;

(k) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(l) Liens to support trade letters of credit issued in the ordinary course of business;

(m) Liens from judgments, decrees, or attachments in circumstances not constituting an Event of Default;

(n) Liens on property or assets used to defease or to satisfy and discharge Debt; provided that (i) the Incurrence of such Debt was not prohibited by the Indenture and (ii) such defeasance or satisfaction and discharge is not prohibited by the Indenture;

(o) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Debt), leases, or other similar obligations arising in the ordinary course of business;

(p) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

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(q) Liens to secure any Refinancing Debt (or successive Refinancing Debt) as a whole, or in part, of any Debt secured by any Lien; provided, however, that:

(A) such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); and

(B) the Debt secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Debt at the time the original Lien became a Permitted Lien and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(r) Liens in favor of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(s) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(t) other Liens securing Debt not to exceed, together with the amount of all other Debt secured by a Lien under this clause (t) at that time outstanding, $5.0 million;

(u) Liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, suppliers’, mechanics’, materialmen’s, vendors’ and other similar Liens;

(v) Liens upon specific items of inventory or other goods and proceeds securing obligations in respect of bankers’ acceptances issued or created in the ordinary course of business to facilitate the purchase, shipment or storage of that inventory or other goods;

(w) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and

(x) any extensions, substitutions, replacements or renewals of the foregoing, so long as such extensions, substitutions, replacements do not extend to any additional assets or secure any additional Debt.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock,” as applied to the Capital Stock in any Person, means Capital Stock in such Person of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Common Stock in such Person.

“Purchase Money Debt” means Debt:

(i) Incurred to finance the purchase or construction of any assets of such Person or any Restricted Subsidiary; and

(ii) that is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased or constructed, in either case that does not exceed 100% of the cost and to the extent the purchase or construction prices for such assets are or should be included in “addition to property, plant or equipment” in accordance with GAAP.

“Purchase Price” has the meaning set forth in “— Change of Control.”

“Qualified Capital Stock” in any Person means a class of Capital Stock other than Redeemable Capital Stock.

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“Qualified Equity Offering” means (i) an underwritten public equity offering of Qualified Capital Stock pursuant to an effective registration statement under the Securities Act or (ii) a private equity offering of Qualified Capital Stock of the Company, other than (x) any such public or private sale to an entity that is an Affiliate of the Company prior to such sale and (y) any public offerings registered on Form S-8.

“Redeemable Capital Stock” in any Person means any equity security of such Person that by its terms (or by terms of any security into which it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required to be redeemed, is redeemable at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable for Debt of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Capital Stock. Notwithstanding the preceding sentence, any equity security that would constitute Redeemable Capital Stock solely because the holders of the equity security have the right to require the Company to repurchase such equity security upon the occurrence of a change of control or an asset sale will not constitute Redeemable Capital Stock if the terms of such equity security provide that the Company may not repurchase or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “— Certain Covenants — Limitation on Restricted Payments.” The amount of Redeemable Capital Stock deemed to be outstanding at any time for purposes of the Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Redeemable Capital Stock or portion thereof, exclusive of accrued dividends.

“Refinancing Debt” means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of the Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that

(i) the Refinancing Debt is subordinated to the Notes to at least the same extent as the Debt being refunded, refinanced or extended, if such Debt was subordinated to the Notes,

(ii) the Refinancing Debt is scheduled to mature either (a) no earlier than the Debt being refunded, refinanced or extended or (b) at least 91 days after the maturity date of the Notes,

(iii) the Refinancing Debt has a weighted average life to maturity at the time such Refinancing Debt is Incurred that is equal to or greater than the weighted average life to maturity of the Debt being refunded, refinanced, renewed, replaced or extended,

(iv) such Refinancing Debt is in an aggregate principal amount that is less than or equal to the sum of (a) the aggregate principal or accreted amount (in the case of any Debt issued with original issue discount, as such) then outstanding under the Debt being refunded, refinanced, renewed, replaced or extended, (b) the amount of accrued and unpaid interest, if any, and premiums owed, if any, not in excess of preexisting prepayment provisions on such Debt being refunded, refinanced, renewed, replaced or extended and (c) the amount of customary fees, expenses and costs related to the Incurrence of such Refinancing Debt, and

(v) such Refinancing Debt is Incurred by the same Person (or its successor) that initially Incurred the Debt being refunded, refinanced, renewed, replaced or extended, except that the Company or any Guarantor may Incur Refinancing Debt to refund, refinance, renew, replace or extend Debt of any Restricted Subsidiary of the Company.

“Restricted Payment” means any of the following:

(a) any dividend or other distribution declared and paid on the Capital Stock in the Company or on the Capital Stock in any Restricted Subsidiary of the Company that are held by, or declared and paid to, any Person other than the Company or a Restricted Subsidiary of the Company (other than (i) dividends, distributions or payments made solely in Qualified Capital Stock in the Company and (ii) dividends or

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distributions payable to the Company or a Restricted Subsidiary of the Company or to other holders of Capital Stock of a Restricted Subsidiary on a pro rata basis);

(b) any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Stock in the Company) to purchase, redeem, acquire or retire any Capital Stock in the Company (including the conversion into, or exchange for, Debt, of any Capital Stock) other than any such Capital Stock owned by the Company or any Restricted Subsidiary;

(c) any payment made by the Company or any of its Restricted Subsidiaries (other than a payment made solely in Qualified Capital Stock in the Company) to redeem, repurchase, defease (including an in substance or legal defeasance) or otherwise acquire or retire for value (including pursuant to mandatory repurchase covenants), prior to any scheduled maturity, scheduled sinking fund or mandatory redemption payment, Debt of the Company or any Guarantor that is subordinate (whether pursuant to its terms or by operation of law) in right of payment to the Notes or Note Guarantees (excluding any Debt owed to the Company or any Restricted Subsidiary); except payments of principal and interest in anticipation of satisfying a sinking fund obligation or final maturity, in each case, within one year of the due date thereof;

(d) any Investment by the Company or a Restricted Subsidiary in any Person, other than a Permitted Investment; and

(e) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary.

“Restricted Subsidiary” means any Subsidiary that has not been designated as an “Unrestricted Subsidiary” in accordance with the Indenture.

“Sale and Leaseback Transaction” means any direct or indirect arrangement pursuant to which property is sold or transferred by the Company or a Restricted Subsidiary and is thereafter leased back by the Company or a Restricted Subsidiary.

“Significant Subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Securities Act and Exchange Act, but shall not include any Unrestricted Subsidiary.

“Stated Maturity” means, when used with respect to (i) any Note or any installment of interest thereon, the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other Debt or any installment of interest thereon, the date specified in the instrument governing such Debt as the fixed date on which the principal of such Debt or such installment of interest is due and payable.

“Subsidiary” means, with respect to any Person, any corporation, limited or general partnership, limited liability company, trust, association or other business entity of which an aggregate of at least a majority of the outstanding Capital Stock therein is, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

“Successor Entity” means a corporation or other entity that succeeds to and continues the business of American Pacific Corporation.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including, without limitation, any fuel price caps and fuel price collar or floor agreements and similar agreements or arrangements designed to protect against or manage fluctuations in fuel prices and any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the

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International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Transaction Date” has the meaning set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”

“Treasury Rate” means, as of the applicable redemption date, the yield to maturity as of such redemption date of constant maturity United States Treasury securities (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to February 1, 2011; provided, however, that if no published maturity exactly corresponds with such date, then the Treasury Rate shall be interpolated or extrapolated on a straight-line basis from the arithmetic mean of the yields for the next shortest and next longest published maturities; provided further, however, that if the period from such redemption date to February 1, 2011, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Unrestricted Subsidiary” means:

(1) any Subsidiary designated as such by the Board of Directors of the Company where (a) neither the Company nor any of its Restricted Subsidiaries (i) provides credit support for, or Guarantee of, any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any undertaking, agreement or instrument evidencing such Debt) or (ii) is directly or indirectly liable for any Debt of such Subsidiary or any Subsidiary of such Subsidiary and (b) no default with respect to any Debt of such Subsidiary or any Subsidiary of such Subsidiary (including any right which the holders thereof may have to take enforcement action against such Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Debt of the Company and its Restricted Subsidiaries to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity; and

(2) any Subsidiary of an Unrestricted Subsidiary.

“Voting Interest” means, with respect to any Person, securities of any class or classes of Capital Stock in such Person entitling the holders thereof generally to vote on the election of members of the Board of Directors or comparable body of such Person.

Book-Entry, Delivery And Form

Except as set forth below, the exchange notes will be issued in registered, global form (the “Global Notes”), in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Exchange notes will be issued promptly after the closing of the exchange offer when exchanged for the outstanding notes.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of Depository Trust Company (“DTC”) or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “— Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of notes in certificated form. In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these

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operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

DTC has also advised us that, pursuant to procedures established by it, ownership of the interests in the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes). All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indenture for any purpose.

Payments in respect of the principal of, and interest and premium and additional interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, we and the Trustee will treat the persons in whose names the notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither us, the Trustee nor any agent of us or the Trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or us. Neither we nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the exchange

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notes, and we and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Crossmarket transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a Holder of exchange notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form (without the direction of one or more of its Participants), and to distribute such notes in certificated form to its Participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither we nor the Trustee nor any of our or their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A Global Note is exchangeable for definitive notes in registered certificated form (“Certificated Notes”) if:

(1) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we fail to appoint a successor depositary within 90 days or (b) has ceased to be a clearing agency registered under the Exchange Act; or

(2) there shall have occurred and be continuing a Default or Event of Default with respect to the exchange notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

We will make payments in respect of the exchange notes represented by the Global Notes (including principal, premium, if any, interest and additional interest, if any) by wire transfer of immediately available funds to the accounts specified by the holder of the Global Note. We will make all payments of principal, interest and premium and additional interest, if any, with respect to Certificated Notes by wire transfer of

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immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder’s registered address. The exchange notes represented by the Global Notes are expected to be eligible to trade in The PORTAL Market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax consequences of the acquisition, ownership, and disposition of the notes offered pursuant to this prospectus. The following discussion is not exhaustive of all possible tax considerations. This summary is based upon the Internal Revenue Code of 1986, as amended, or the “Code,” regulations promulgated under the Code by the U.S. Treasury Department (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service, or the “IRS,” and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Such change could materially and adversely affect the tax consequences described below. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This summary is for general information only, and does not address all aspects of U.S. federal income taxation that may be important to a particular holder in light of its investment or tax circumstances or to holders subject to special tax rules, such as partnerships, subchapter S corporations or other pass-through entities, banks, financial institutions, tax-exempt entities, insurance companies, regulated investment companies, real estate investment trusts, trusts and estates, dealers in stocks, securities or currencies, traders in securities that have elected to use the mark-to-market method of accounting for their securities, persons holding the notes as part of an integrated transaction, including a “straddle,” “hedge,” “constructive sale,” or “conversion transaction,” U.S. Holders (as defined below) whose functional currency for tax purposes is not the U.S. dollar, and persons subject to the alternative minimum tax provisions of the Code.

This summary does not include any description of the tax laws of any state or local governments, or of any foreign government, that may be applicable to a particular holder.

This summary is directed solely to holders that will hold the notes as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment.

This summary is not a comprehensive description of all of the U.S. federal tax consequences that may be relevant with respect to the acquisition, ownership and disposition of the notes. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and estate tax consequences to you of acquiring, owning and disposing of these securities, as well as any tax consequences arising under the laws of any state, local, foreign, or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

As used in this prospectus, the term “U.S. Holder” means a beneficial owner of the notes offered pursuant to this prospectus that is for U.S. federal income tax purposes:

•   an individual who is a citizen or resident of the U.S.;

•   a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or of any state of the U.S. or the District of Columbia;

•   an estate the income of which is subject to U.S. federal income taxation regardless of its source;

•   a trust if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust; or

•   a trust in existence on August 20, 1996 that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

As used in this prospectus, the term “Non-U.S. Holder” is a holder that is not a U.S. Holder.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the notes, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership and accordingly, this summary does not apply to partnerships. A partner of a

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partnership holding the notes should consult its own tax advisor regarding the U.S. federal income tax consequences to the partner of the acquisition, ownership and disposition by the partnership of the notes.

Exchange Offer

Since all of the terms of the exchange notes are substantially identical to the terms of the outstanding notes, the exchange for U.S. federal income tax purposes of the outstanding notes for the exchange notes pursuant to the exchange offer will not constitute a taxable exchange. See “The Exchange Offer.” As a result, (1) a U.S. Holder will not recognize a taxable gain or loss as a result of exchanging such holder’s notes; (2) the holding period of the exchange notes will include the holding period of the notes exchanged therefor; and (3) the adjusted tax basis of the exchange notes will be the same as the adjusted tax basis of the notes exchanged therefor immediately before such exchange.

Consequences to U.S. Holders

The following is a summary of the material U.S. federal income tax consequences that will apply to U.S. Holders of notes.

Payment of Interest.  Interest on a note generally will be included in the income of a U.S. Holder as interest income at the time it is accrued or is received in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes and will be ordinary income. The notes were not issued with “original issue discount” equal to or in excess of the statutory de minimis amount.

Notes Subject to Contingencies Including Optional Redemption.  In certain circumstances (see “Description of Exchange Notes — Optional Redemption” and “Description of Exchange Notes — Change of Control”), we may be obligated to pay amounts in excess of stated interest or principal on the notes. In addition, U.S. Holders would be entitled to receive additional interest if the registration statement is not made effective with the SEC within prescribed time periods, or if there is another registration default, as described in the registration rights agreement. According to Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a U.S. Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. We intend to take the position that the likelihood that such payments will be made is remote and, therefore, we do not intend to treat the potential payment of these amounts as part of the yield to maturity of any note. Accordingly, we intend to take the position that if such additional interest becomes payable, such amounts will be taxable to a U.S. Holder as ordinary interest income in accordance with such holder’s method of accounting for U.S. federal income tax purposes. Our position in this regard is binding on a holder unless the holder discloses a contrary position to the IRS. However, this position is not binding on the IRS and the IRS may take a contrary position from that described above, which could affect the timing and character of both income from the notes and our deduction with respect to the potential additional payments.

Market Discount.  If a U.S. Holder purchases a note for an amount that is less than its “revised issue price,” within the meaning of Section 1278(a)(4) of the Code (generally, in the case of the notes, the issue price of the note, as determined on the purchase date) such U.S. Holder will be treated as having purchased the note at a “market discount,” unless such market discount is less than a de minimis amount (1/4 of 1 percent of the stated redemption price of the note at maturity times the number of complete years to maturity after the U.S. Holder acquires the note).

Under the market discount rules, a U.S. Holder will be required to treat any partial principal payment on a note, or any gain realized on the sale, redemption, retirement or other disposition of a note, as ordinary income to the extent of the lesser of (i) the amount of such payment or realized gain or (ii) the market discount which has not previously been included in income and is treated as having accrued on such note at the time of such payment or disposition. If a U.S. Holder disposes of a note with market discount in certain otherwise non-taxable transactions, the U.S. Holder must include accrued market discount as ordinary income as if the U.S. Holder had sold the note at its then fair market value. Market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless the U.S. Holder elects to accrue market

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discount on a constant yield basis. Once made, such an election may be revoked only with the consent of the IRS and, therefore, should only be made in consultation with a tax advisor.

A U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a note with market discount until the maturity of the note or certain earlier dispositions. A U.S. Holder may elect to include market discount in income currently as it accrues (on either a ratable or constant yield basis), in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition of the note and upon the receipt of certain cash payments and regarding the deferral of interest deductions will not apply. Generally, such currently included market discount is treated as ordinary interest for U.S. federal income tax purposes. Such an election will apply to all debt instruments with market discount acquired by the U.S. Holder on or after the first day of the taxable year to which such election applies and may be revoked only with the consent of the IRS. The election, therefore, should only be made in consultation with a tax advisor.

Amortizable Bond Premium.  If a U.S. Holder purchases a note for an amount that is greater than the sum of all amounts payable on the note after the purchase date, other than payments of qualified stated interest, such U.S. Holder will be considered to have purchased the note with “amortizable bond premium,” generally equal in amount to such excess. A U.S. Holder may elect to amortize bond premium on a note. Once made, the election applies to all taxable debt instruments then owned and thereafter acquired by the U.S. Holder on or after the first day of the taxable year to which such election applies, and may be revoked only with the consent of the IRS. The election, therefore, should only be made in consultation with a tax advisor.

In general, a U.S. Holder amortizes bond premium by offsetting the qualified stated interest allocable to an accrual period with the bond premium allocable to the accrual period, which is determined under a constant yield method pursuant to the applicable Treasury regulations. If the bond premium allocable to an accrual period exceeds the qualified stated interest allocable to such period, the excess is treated by the U.S. Holder as a bond premium deduction. The bond premium deduction for each accrual period is limited to the amount by which the U.S. Holder’s total interest inclusions on the debt instrument in prior accrual periods exceed the total amount treated by such U.S. Holder as a bond premium deduction on the debt instrument in prior accrual periods. Any amounts not deductible in an accrual period may be carried forward to the next accrual period and treated as bond premium allocable to that period.

Election to Include All Interest in Income Using a Constant Yield Method.  All U.S. Holders may generally, upon election, include in income all interest (including stated interest, market discount, de minimis market discount, and unstated interest, as adjusted by any amortizable bond premium) that accrues on a note by using a constant yield, subject to certain limitations and exceptions. Because this election will affect how the U.S. Holder treats debt instruments other than the notes, it should be made only in consultation with a tax advisor.

Sale, Exchange, or Retirement of Notes.  Upon the sale, exchange, retirement, or other disposition of a note (other than for registered notes pursuant to the exchange offer described below or another tax-free transaction), a U.S. Holder will recognize gain or loss equal to the difference between the amount realized upon the sale, exchange, retirement or other disposition (less an amount equal to any accrued interest not previously included in income if the note is disposed of between interest payment dates, which will be included in income as interest income for U.S. federal income tax purposes) and the U.S. Holder’s adjusted tax basis in the note. The amount realized by the U.S. Holder will include the amount of any cash and the fair market value of any other property received for the note. A U.S. Holder’s adjusted tax basis in a note will generally be the cost of the note to such U.S. Holder, decreased by the amount of any principal payments received in respect of the note. Gain or loss realized on the sale, exchange, retirement, or other disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if the note has been held for more than one year. Net long-term capital gain recognized by a non-corporate U.S. Holder before January 1, 2011 is generally subject to tax at a maximum rate of 15%. The ability of U.S. Holders to deduct capital losses is subject to limitations under the Code.

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Consequences to Non-U.S. Holders

The following is a summary of certain U.S. federal income tax consequences that will apply to Non-U.S. Holders of notes.

Payments of Interest.  Under current U.S. federal income tax law and subject to the discussion below concerning backup withholding, principal and interest payments that are received from us or our agent and that are not effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States, or a permanent establishment maintained in the United States if certain tax treaties apply, generally will not be subject to U.S. federal income or withholding tax, except as provided below. Interest may be subject to a 30% withholding tax (or reduced rate under an applicable treaty, if any) if:

•   a Non-U.S. Holder actually or constructively owns 10% or more of the total combined voting power of all classes of our stock entitled to vote;

•   a Non-U.S. Holder is a “controlled foreign corporation” for U.S. federal income tax purposes that is related to us (directly or indirectly) through stock ownership;

•   a Non-U.S. Holder is a bank extending credit pursuant to a loan agreement in the ordinary course of its trade or business;

•   the interest payments on the note are determined by reference to the income, profits, changes in the value of property or other attributes of the debtor or a related party (other than payments that are based on the value of a security or index of securities that are, and will continue to be, actively traded within the meaning of Section 1092(d) of the Code, and that are not nor will be a “United States real property interest” as described in Section 897(c)(1) or 897(g) of the Code); or

•   the Non-U.S. Holder does not satisfy the certification requirements described below.

A Non-U.S. Holder generally will satisfy the certification requirements if either: (A) the Non-U.S. Holder certifies to us or our agent, under penalties of perjury, that it is not a United States person and provides its name and address (which certification may generally be made on an IRS Form W-8BEN, or a successor form), or (B) a securities clearing organization, bank, or other financial institution that holds customer securities in the ordinary course of its trade or business (a “financial institution”) and holds the note certifies to us or our agent under penalties of perjury that either it or another financial institution has received the required statement from the Non-U.S. Holder certifying that it is not a United States person and furnishes us with a copy of the statement.

Payments not meeting the requirements set forth above and thus subject to withholding of U.S. federal income tax may nevertheless be exempt from withholding (or subject to withholding at a reduced rate) if the Non-U.S. Holder provides us with a properly executed IRS Form W-8BEN (or successor form) claiming an exemption from, or reduction in, withholding under the benefit of a tax treaty, or IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not subject to withholding tax because it is effectively connected with the conduct of a trade or business within the United States as discussed below. To claim benefits under an income tax treaty, a Non-U.S. Holder must obtain a taxpayer identification number and certify as to its eligibility under the appropriate treaty’s limitations on benefits article. In addition, special rules may apply to claims for treaty benefits made by Non-U.S. Holders that are entities rather than individuals. A Non-U.S. Holder that is eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS.

Sale, Exchange, or Retirement of Notes.  A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any capital gain or market discount realized on the sale, exchange, retirement or other disposition of notes, provided that: (a) the gain is not effectively connected with the conduct of a trade or business within the United States, or a permanent establishment maintained in the United States if certain tax treaties apply, and (b) in the case of a Non-U.S. Holder that is an individual, the Non-U.S. Holder is not present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition of the note. An individual Non-U.S. Holder who is present in the United States for 183 days or more in the taxable year of sale, exchange or other disposition of a note, and if certain other conditions are met, will be

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subject to U.S. federal income tax at a rate of 30% on the gain realized on the sale, exchange or other disposition of such note.

Income Effectively Connected with a Trade or Business within the United States.  If a Non-U.S. Holder of a note is engaged in the conduct of a trade or business within the United States and if interest on the note, or gain realized on the sale, exchange or other disposition of the note, is effectively connected with the conduct of such trade or business (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States), the Non-U.S. Holder, although exempt from U.S. federal withholding tax (provided that the certification requirements discussed above are satisfied), will generally be subject to U.S. federal income tax on such interest or gain on a net income basis in the same manner as if it were a U.S. Holder. Non-U.S. Holders should read the material under the heading “— Consequences to U.S. Holders,” for a description of the U.S. federal income tax consequences of acquiring, owning, and disposing of notes. In addition, if such Non-U.S. Holder is a foreign corporation, it may also be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable U.S. income tax treaty) of a portion of its earnings and profits for the taxable year that are effectively connected with its conduct of a trade or business in the United States, subject to certain adjustments.

Backup Withholding and Information Reporting

In general, in the case of a U.S. Holder, other than certain exempt holders, we and other payors are required to report to the IRS all payments of principal and interest on the notes. In addition, we and other payors generally are required to report to the IRS any payment of proceeds of the sale of a note before maturity. Additionally, backup withholding generally will apply to any payments if a U.S. Holder fails to provide an accurate taxpayer identification number and certify that the taxpayer identification number is correct, the U.S. Holder is notified by the IRS that it has failed to report all interest required to be shown on its U.S. federal income tax returns, or U.S. Holder does not certify that it has not underreported its interest and dividend income. If applicable, backup withholding will be imposed at a current rate of 28%. This rate is scheduled to increase to 31% after 2010.

In the case of a Non-U.S. Holder, backup withholding and information reporting will not apply to payments made if the Non-U.S. Holder provides the required certification that it is not a United States person, or the Non-U.S. Holder otherwise establishes an exemption, provided that the payor or withholding agent does not have actual knowledge that the holder is a United States person, or that the conditions of any exemption are not satisfied. However, payments of interest on the notes are required to be reported on IRS Form 1042-S even if the payments are not otherwise subject to information reporting. In addition, payments of the proceeds from the sale of a note to or through a foreign office of a broker or the foreign office of a custodian, nominee, or other dealer acting on behalf of a holder generally will not be subject to information reporting or backup withholding. However, if the broker, custodian, nominee, or other dealer is a United States person, the government of the United States or the government of any state or political subdivision of any state, or any agency or instrumentality of any of these governmental units, a controlled foreign corporation for U.S. federal income tax purposes, a foreign partnership that is either engaged in a trade or business within the United States or whose U.S. partners in the aggregate hold more than 50% of the income or capital interest in the partnership, a foreign person 50% or more of whose gross income for a certain period is effectively connected with a trade or business within the United States, or a U.S. branch of a foreign bank or insurance company, information reporting (but not backup withholding) generally will be required with respect to payments made to a holder unless the broker, custodian, nominee, or other dealer has documentation of the holder’s foreign status and the broker, custodian, nominee, or other dealer has no actual knowledge to the contrary.

Payment of the proceeds from a sale of a note to or through the U.S. office of a broker is subject to information reporting and backup withholding, unless the holder certifies as to its non-U.S. person status or otherwise establishes an exemption from information reporting and backup withholding. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is furnished to the IRS.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will amend or supplement this prospectus in order to expedite or facilitate the disposition of any exchange notes by such broker-dealers. In addition, until [          ], 2007, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds in connection with the exchange offer or from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale. These resales may be made at market prices prevailing at the time of resale, at prices related to these prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any of the exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on the resale of exchange notes and any commission or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. Any such broker-dealer must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes. By delivering a prospectus, however, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

Furthermore, any broker-dealer that acquired any of its outstanding notes directly from us:

•   may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and

•   must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

For a period of 180 days after the expiration date of the exchange offer we will promptly send additional copies of this prospectus and any amendments or supplements to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the performance of our obligations in relation to the exchange offer other than commissions or concessions of any brokers or dealers, underwriting discounts or transfer taxes, if any, relating to the sale or disposition of the exchange notes by a holder. We will indemnify the holders of the outstanding notes against certain liabilities, including liabilities under the Securities Act.

Prior to the exchange offer, there has not been any public market for the outstanding notes. The outstanding notes have not been registered under the Securities Act and will be subject to restrictions on transferability to the extent that they are not exchanged for exchange notes by holders who are entitled to participate in this exchange offer. The holders of outstanding notes, other than any holder that is our affiliate within the meaning of Rule 405 under the Securities Act, who are not eligible to participate in the exchange offer are entitled to certain registration rights, and we may be required to file a shelf registration statement with respect to the outstanding notes. The exchange notes will constitute a new issue of securities with no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission thereof to trading in the National Association of Securities Dealers Automated Quotation System. In addition, such market making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statements. Accordingly, no assurance can be given that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time.

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LEGAL MATTERS

The validity of the exchange notes and certain guarantees will be passed upon for us by Morrison & Foerster LLP, San Francisco, California. The validity of certain guarantees under Nevada law will be passed upon for us by Santoro, Driggs, Walch, Kearney, Holley & Thompson, Las Vegas, Nevada.

EXPERTS

The consolidated financial statements as of September 30, 2006 and 2005, and for each of the three fiscal years ended September 30, 2006, incorporated by reference into this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123 (Revised), “Share-Based Payment,” and an explanatory paragraph relating to the adoption of Financial Accounting Standards Board Interpretation No. 46 (Revised), “Consolidation of Variable Interest Entities”) incorporated by reference herein, and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Aerojet Fine Chemicals LLC appearing in American Pacific Corporation’s Current Report (Form 8-K/A Amendment No. 1) dated February 13, 2006 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

INFORMATION ON EXCHANGE OFFER

All tendered outstanding notes, executed letters of transmittal and other related documents should be directed to the exchange agent. Questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal and other related documents should be addressed to the exchange agent as follows:

The exchange agent for the exchange offer is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By Registered or Certified Mail, Overnight Delivery, or
Hand Delivery:

Wells Fargo Bank, National Association
Corporate Trust Department
707 Wilshire Blvd., 17th Floor
Los Angeles, CA 90017
Attention: Maddy Hall, Assistant Vice President
By Facsimile Transmission:
(213) 614-3355

Confirm by Telephone:
(213) 614-2588

(Originals of all documents submitted by facsimile should be sent promptly by hand, overnight courier, or registered or certified mail).

111

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in or incorporated by reference into this prospectus in connection with the exchange offer covered by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the company. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the company since the dates as of which information is given in this prospectus. This prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

$110,000,000

American Pacific Corporation

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

PROSPECTUS

Dated          , 2007

Dealer Prospectus Delivery Obligation

Until          , 2008 (180 days after the expiration date of this exchange offer) all brokers and dealers effecting transactions in the exchange notes, whether or not participating in this exchange offer, may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers

American Pacific Corporation (Delaware), Ampac-ISP Corp.

Section 145 of the General Corporation Law of the State of Delaware, or DGCL, empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was illegal. A Delaware corporation may indemnify officers and directors against expenses (including attorneys’ fees) in connection with the defense or settlement of an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred.

The Company’s and Ampac-ISP Corp.’s Certificate of Incorporation also provide that, pursuant to Delaware law, its directors shall not be liable for monetary damages to the respective corporation and its stockholders for a breach of their fiduciary duties as directors. Liability is not eliminated for (i) any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends or stock purchase or redemptions pursuant to Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit.

The Company’s Certificate of Incorporation and Amended and Restated Bylaws and Ampac-ISP Corp.’s Bylaws provide for mandatory indemnification of their directors and officers to the maximum extent permitted by the DGCL. The Company has also entered into indemnification agreements with each of its directors. The indemnification agreements provide that the directors will be indemnified to the fullest extent permitted by applicable law against all expenses (including attorneys’ fees), judgments, fines and amounts reasonably paid or incurred by them for settlement in any threatened, pending or completed action, suit or proceeding, including any derivative action, on account of their services as a director of the Company. No indemnification will be provided under the indemnification agreements, however, to any director in certain limited circumstances, including with respect to expenses or liabilities paid by insurance or arising from purchases or sales of securities in violation of Section 16(b) of the Exchange Act. To the extent the provisions of the indemnification agreements exceed the indemnification permitted by applicable law, such provision may be unenforceable or may be limited to the extent they are found by a court of competent jurisdiction to be contrary to pubic policy.

Furthermore, the Company’s and Ampac-ISP Corp.’s Bylaws provide that expenses incurred by a director or officer in defending a proceeding must be paid by the corporation in advance of the final disposition of such proceeding. However, if required by the DGCL, such expenses will be advanced only if such director or officer deliver to the corporation an undertaking that he or she will repay the amount advanced if it is ultimately determined that he or she is not entitled to be indemnified by the corporation.

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American Pacific Corporation (Nevada), American Azide Corporation and Ampac Farms, Inc.

Each of American Pacific Corporation, American Azide Corporation and Ampac Farms, Inc. is a corporation organized under the laws of the state of Nevada.

Section 78.138 of the Nevada Revised Statutes (“NRS”) provides that a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that his act or failure to act constituted a breach of his fiduciary duties as a director or officer and his breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The articles of incorporation of a Nevada corporation may, however, provide for greater individual liability. Furthermore, directors may be jointly and severally liable for the payment of certain distributions in violation of Chapter 78 of the NRS.

Section 78.7502 of the NRS also provides that under certain circumstances, a corporation may indemnify any person for amounts incurred in connection with a pending, threatened or completed action, suit or proceeding in which he is, or is threatened to be made, a party by reason of his being a director or officer of the corporation or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if such person (a) is not liable for a breach of fiduciary duty involving intentional misconduct, fraud or a knowing violation of law or such greater standard imposed by the corporation’s articles of incorporation; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Additionally, a corporation may indemnify a director or officer with respect to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, under the same conditions, provided however that, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court to be liable to the corporation or for amounts paid in settlement to the corporation, unless the court determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. To the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, the corporation must indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

The articles of incorporation of each of the Nevada corporations provides generally that, to the fullest extent permitted by applicable law, that Nevada corporations may indemnify any current or former director, officer, employee or agent; or any person who may have served at that Nevada corporation’s request as a director, officer, employee or agent of another corporation in which it owns shares of capital stock or of which it is a creditor; against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him or her in connection with the defense or settlement of any action, suit or proceeding, civil or criminal, to which he or she is made a party, by reason of being or having been a director, officer, employee or agent of that Nevada corporation, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such Nevada corporation. The articles of incorporation of these corporations also allow indemnification as authorized by any bylaw or resolution adopted by that Nevada corporation’s board of directors.

American Pacific Corporation (Nevada)’s bylaws provide for mandatory indemnification of its directors and officers to the maximum extent permitted by the NRS.

The bylaws of each of American Azide Corporation and Ampac Farms, Inc. authorize indemnification of current or former directors and officers, or officers and directors who may have served at its request as a director, officer, employee or agent of certain other entities against expenses (including attorney’s fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such party in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of that corporation, and with respect to any criminal action, had no reasonably cause to believe his or her conduct was unlawful; provided, however, that if the indemnified party has been successful on the merits in defense of any action, he or she must be

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indemnified without the necessity of a determination that he or she has met the standards of conduct referenced above. These bylaws further authorize indemnification of current or former directors and officers or officers and directors who may have served at a its request as a director, officer, employee or agent of certain other entities against expenses (including attorney’s fees) actually and reasonably incurred in connection with the defense or settlement of any action by or in the right of the corporation to procure a judgment in its favor if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification should be made in respect of any claim as to which such person is or has been adjudged to be liable for gross negligence or intentional misconduct unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. These bylaws also provide that that the expenses of such person incurred in defending a proceeding must be paid by the corporation as an advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount if it is ultimately determined by the corporation that such person is not entitled to be indemnified.

Energetic Additives Inc., LLC

Energetic Additives Inc., LLC (“Energetic Additives”) is a limited liability company organized under the laws of the state of Nevada.

Section 86.411 of the NRS provides that in proceedings by third parties, a limited liability company may indemnify any person made a party (or who is threatened to be made a party) to a proceeding (including any pending, completed or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative) because such person is or was a manager, member, employee or agent of the limited liability company (or was serving in a similar capacity for another entity at the request of the limited liability company). Such indemnification may be for expenses, including attorney’s fees, judgments, fines and amounts paid in settlement by such person in connection with the proceeding, so long as such person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the limited liability company (and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful). Pursuant to Section 86.421 of the NRS, the limited liability company may indemnify a manager, member, employee or agent of the limited liability company (or a person serving in a similar capacity for another entity at the request of the limited liability company) in an action by or in the right of the limited liability company under the same conditions as a third-party action against expenses, including amounts paid in settlement and attorney’s fees, except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to the limited liability company.

Pursuant to Section 86.431 of the NRS, to the extent that a manager, member, employee or agent of a limited liability company has been successful on the merits or otherwise in defense of any proceeding under Sections 86.411 or 86.421 of the NRS, or in defense of any related matter, the limited liability company must indemnify such person against expenses, including attorney’s fees, actually and reasonably incurred by him or her in connection with the defense. Any indemnification under Section 86.411 and 86.421 of the NRS, unless ordered by a court or advanced pursuant to Section 86.441 of the NRS, may be made by the limited liability company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee or agent is proper in the circumstances.

Pursuant to its Articles of Organization, Energetic Additives shall hold harmless and indemnify any manager or member against any and all of the following expenses: (a) attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by a manager or a member in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of Energetic Additives) to which any manager or member is, was, or at any time becomes a manager, member, employee or agent of Energetic Additives or is or was serving or at any time serves at the request of Energetic Additives as a director, officer, partner, employee, manager, member or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise; and (b) any other expenses for which indemnification of a manager or member is permitted under the NRS. Furthermore, Energetic Additives must advance expenses incurred by managers and members in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim,

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demand, action, suit or proceeding upon receipt by Energetic Additives of an undertaking by or on behalf of such manager or member to repay such amount if it is ultimately determined that such manager or member is not entitled to be indemnified by the Company.

The Operating Agreement of Energetic Additives provides that the limited liability company is authorized to indemnify its manager to the fullest extent permitted by its Articles of Organization and the laws of the State of Nevada.

Ampac Fine Chemicals LLC

Ampac Fine Chemicals LLC (“AFC”) is a limited liability company organized under the laws of the state of California and governed by the Beverly-Killea Limited Liability Company Act (“BKLLCA”), or Section 17000 et seq. of the California Corporations Code.

Section 17155 of the BKLLCA empowers a California limited liability company to indemnify any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity, except that indemnification of managers for a breach of any fiduciary duty owed to the limited liability company and its members is not permitted under the BKLLCA.

Article 12 of the Limited Liability Company Agreement of AFC provides, among other things, that to the fullest extent permitted by applicable law, AFC shall indemnify and defend the member and the affiliate of the member; the director; any officer, director, stockholder, partner or other employee of the member and its affiliates; and any officer, employee or expressly authorized agent of AFC or its affiliates; against any loss, damage or claim incurred by such person by reason of any act or omission (whether or not constituting negligence) performed or omitted by such person in good faith on behalf of AFC and in a manner reasonably believed to be within the scope of authority conferred on such person, except that no such person (other than the member by reason of gross negligence) is entitled to indemnification in respect of any loss, damage or claim incurred by such person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity shall be provided out of AFC’s assets only and no person shall have any personal liability on account thereof. Furthermore, to the extent permitted by applicable law, AFC, from time to time, must advance expenses incurred by such person in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by AFC of an undertaking by or on behalf of such person to repay such amount if it is determined that such person is not entitled to be indemnified.

Director’s and Officer’s Liability Insurance

The Company maintains a directors’ and officers’ insurance policy, which insures the directors and officers of each of the above entities against losses arising from claims for certain acts by the directors or officers in their respective capacities as such, or to the extent that the entity has indemnified such directors or officers for such losses under the entity’s articles of incorporation, limited liability agreement, partnership agreement or bylaws, by contract or otherwise pursuant to applicable law.

Item 21.   Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit
No			Description
	2	.1	Purchase Agreement, dated January 30, 2007, by and among American Pacific Corporation, certain subsidiaries thereof and Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	2	.2	Purchase Agreement, dated as of July 12, 2005, by and among Aerojet Fine Chemicals LLC, Aerojet-General Corporation and American Pacific Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated July 12, 2005).

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Exhibit
No			Description
	2	.3	First Amendment to Purchase Agreement, dated November 30, 2005, by and among American Pacific Corporation, Aerojet Fine Chemicals LLC and Aerojet-General Corporation (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	2	.4	Assignment and Assumption Agreement, dated October 22, 2005, by and between American Pacific Corporation and Ampac Fine Chemicals LLC (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	2	.5	Amended and Restated Assignment and Assumption Agreement, dated November 30, 2005, by and between American Pacific Corporation and Ampac Fine Chemicals LLC (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	2	.6	Unconditional Guaranty of Payment and Performance, dated November 30, 2005, for the benefit of Aerojet-General Corporation and Aerojet Fine Chemicals, LLC (incorporated by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	3	.1	Registrant’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3A to the Company’s Registration Statement on Form S-14 (File No. 2-70830)).
	3	.2	Registrant’s By-Laws (incorporated by reference to Exhibit 3B to the Company’s Registration Statement on Form S-14 (File No. 2-70830)).
	3	.3	Amendments to Registrant’s By-Laws (incorporated by reference to Item 5 of the Company’s Current Report on Form 8-K, dated November 9, 1999).
	3	.4	Articles of Amendment to Registrant’s Restated Certificate of Incorporation, as filed with the Secretary of State, State of Delaware, on October 7, 1991 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 33-52196).
	3	.5	Articles of Amendment to Registrant’s Restated Certificate of Incorporation, as filed with the Secretary of State, State of Delaware, on April 21, 1992 (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3 (File No. 33-52196)).
	3	.6	Certificate of Amendment of Registrant’s By-Laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated September 18, 2006).
	3	.7	Articles of Organization of Energetic Systems Inc., LLC, (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003 (the “2003 10-K”)).
	3	.8	Operating Agreement of Energetic Systems Inc., LLC (incorporated by reference to Exhibit 10.13 to the 2003 10-K).
	3	.9*	Articles of Incorporation of American Pacific Corporation, a Nevada corporation.
	3	.10*	Bylaws of American Pacific Corporation, a Nevada corporation.
	3	.11*	Articles of Incorporation of American Azide Corporation
	3	.12*	Bylaws of American Azide Corporation
	3	.13*	Articles of Incorporation of Ampac Farms, Inc.
	3	.14*	Bylaws of Ampac Farms, Inc.
	3	.15*	Certificate of Incorporation of Ampac-ISP Corp.
	3	.16*	Bylaws of Ampac-ISP Corp.
	3	.17*	Articles of Organization of Energetic Additives Inc., LLC
	3	.18*	Certificate of Amendment of Articles of Organization of Energetic Additives Inc., LLC
	3	.19*	Operating Agreement of Energetic Additives Inc., LLC
	3	.20*	Articles of Organization of Ampac Fine Chemicals LLC
	3	.21*	Limited Liability Company Agreement of Ampac Fine Chemicals LLC
	3	.22*	Amendment to the Limited Liability Company Agreement of Ampac Fine Chemicals LLC

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Exhibit
No			Description
	4	.1	Form of 9% Senior Note due 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	4	.2	Indenture, dated as of February 6, 2007, by and among American Pacific Corporation, certain subsidiaries thereof and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	4	.3	American Pacific Corporation 1997 Stock Option Plan (the “1997 Plan”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-53449), filed May 22, 1998).
	4	.4	Form of Option Agreement under the 1997 Plan (incorporated by reference to Exhibit 4.2 to the Company’s Form S-8 (File No. 333-53449), filed May 22, 1998).
	4	.5	American Pacific Corporation 2001 Amended and Restated Stock Option Plan (the “2001 Plan”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-104732), filed April 24, 2003).
	4	.6	Form of Option Agreement under the 2001 Plan (incorporated by reference to Exhibit 4.3 to the Company’s Form S-8 (File No. 333-104732), filed April 24, 2003).
	4	.7	Form of Rights Agreement, dated as of August 3, 1999, between American Pacific Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A, dated August 6, 1999).
	4	.8	Form of Letter to Stockholders with copies of Summary of Rights to Purchase Preference Shares (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A, dated August 6, 1999).
	4	.9	Amended and Restated 2002 Directors’ Stock Option Plan (the “2002 Plan”) (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated September 13, 2005).
	4	.10	Form of Option Agreement under the 2002 Plan (incorporated by reference to Exhibit 4.4 to the Company’s Form S-8 (File No. 333-104732), filed April 24, 2003).
	5	.1*	Opinion of Morrison & Foerster LLP.
	5	.2*	Opinion of Santoro, Driggs, Walch, Kearney, Holley & Thompson
	10	.1	Employment agreement dated January 1, 2002, between American Pacific Corporation and David N. Keys (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002 (the “2002 10-K”).
	10	.2	Employment agreement dated January 1, 2002, between American Pacific Corporation and John R. Gibson (incorporated by reference to Exhibit 10.2 to the Company’s 2002 10-K).
	10	.3	Employment Agreement, dated December 1, 2005, by and between American Pacific Corporation and Seth Van Voorhees (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10	.4	Interim agreement between the Company and Dana M. Kelley, as acting Chief Financial Officer dated March 27, 2006 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006).
	10	.5	Employment agreement dated October 15, 2006, between the Company and Joseph Carleone (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006).
	10	.6	Notice of Eligibility for Dr. Aslam Malik under AMPAC Fine Chemicals LLC Severance Pay Plan, dated January 24, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
	10	.7	AMPAC Fine Chemicals LLC Severance Pay Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).

II-6

Exhibit
No			Description
	10	.8	Form of Indemnification Agreement between American Pacific Corporation and all Directors of American Pacific Corporation (incorporated by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2000).
	10	.9	Amended and Restated American Pacific Corporation Defined Benefit Pension Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (the “1999 10-K”)).
	10	.10	Amended and Restated American Pacific Corporation Supplemental Executive Retirement Plan effective January 1, 1999 (incorporated by reference to Exhibit 10.5 to the 1999 10-K).
	10	.11	Trust Agreement for the Amended and Restated American Pacific Corporation Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.6 to the 1999 10-K).
	10	.12	Lease Agreement between 3770 Hughes Parkway Associates Limited Partnership and American Pacific Corporation, dated July 31, 1990 (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-2 (File No. 33-36664) (the “1990 S-2”).
	10	.13	Limited Partnership Agreement of 3770 Hughes Parkway Associates, Limited Partnership (incorporated by reference to Exhibit 10.23 to the 1990 S-2).
	10	.14	Cooperation and Stock Option Agreement dated as of July 4, 1990, by and between Dynamit Nobel AG and American Pacific Corporation, including exhibits thereto (incorporated by reference to Exhibit 10.24 to the 1990 S-2).
	10	.15	Long-Term Pricing Agreement dated as of December 12, 1997, between Thiokol Corporation-Propulsion and American Pacific Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998).
	10	.16	Modification No. 1 dated September 13, 2000, to Long-Term Pricing Agreement between Thiokol Propulsion and American Pacific Corporation (incorporated by reference to Exhibit 10.14 to the 2000 10-K).
	10	.17	Partnershipping Agreement between Alliant Techsystems Incorporated (“Alliant”) and Western Electrochemical Company and letter dated November 24, 1997, from American Pacific Corporation to Alliant and revised Exhibit B with respect thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998).
	10	.18	First Lien Credit Agreement, dated November 30, 2005, by and among American Pacific Corporation as borrower, the domestic subsidiaries of American Pacific Corporation as guarantors, Wachovia Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and certain lending parties specified therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10	.19	Second Lien Credit Agreement, dated November 30, 2005, by and among American Pacific Corporation as borrower, the domestic subsidiaries of American Pacific Corporation as guarantors, Wachovia Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and certain lending parties specified therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated November 30, 2005).

II-7

Exhibit
No			Description
	10	.20	The Intercreditor Agreement, dated as of November 30, 2005, by and among American Pacific Corporation, the domestic subsidiaries of American Pacific Corporation as may time to time party become a party therein and Wachovia Bank, National Association, in its capacity as administrative agent for the First Lien Obligations, Wachovia Bank, National Association, in its capacity as administrative agent for the Second Lien Obligations and Wachovia Bank, National Association, in its capacity as control agent for the First Lien Administrative Agent and the Second Lien Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10	.21	American Pacific Corporation Subordinated Promissory Note, dated November 30, 2005, in the principal amount of $25,500,000 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10	.22	Ground Lease, dated November 30, 2005, by and between Aerojet-General Corporation and Ampac Fine Chemicals LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10	.23	Modification #3 to the Thiokol Long Term Pricing Agreement dated April 5, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006).
	10	.24	Master International Swaps and Derivatives Association (“ISDA”) Agreement, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006)
	10	.25	Schedule No. 1 to Master ISDA Agreement, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006).
	10	.26	Schedule No. 2 to Master ISDA Agreement, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006).
	10	.27	Ampac Fine Chemicals LLC Pension Plan for Bargaining Employees (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006).
	10	.28	Ampac Fine Chemicals LLC Pension Plan for Salaried Employees (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006).
	10	.29	Amended and Restated Credit Agreement, dated as of February 6, 2007, by and among American Pacific Corporation, certain subsidiaries thereof, the lenders party thereto, Wachovia Bank, National Association and Bank of America N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	10	.30	Registration Rights Agreement, dated as of February 6, 2007, by and among American Pacific Corporation, certain subsidiaries thereof and Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	12	.1*	Statement of Computation of Consolidated Ratio of Earnings to Fixed Charges.
	21	.1	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006).
	23	.1*	Consent of Deloitte & Touche LLP.
	23	.2*	Consent of Ernst & Young LLP.
	23	.3*	Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
	23	.4*	Consent of Santoro, Driggs, Walch, Kearney, Holley & Thompson (included in Exhibit 5.2).
	24	.1*	Powers of Attorney (included on the signature pages).

II-8

Exhibit
No			Description
	25	.1*	Form T-1 Statement of Eligibility of Wells Fargo Bank, National Association to act as Trustee under the Indenture.
	99	.1*	Form of Letter of Transmittal.
	99	.2*	Form of Exchange Agent Agreement.
	99	.3*	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (included in Exhibit 99.1).
	99	.4*	Form of Notice of Guaranteed Delivery.
	99	.5*	Form of Letter to Clients.
	99	.6*	Form of Letter to Brokers, Dealers and Other Nominees.

*	Filed herewith.
†	To be filed by amendment.

Item 22.   Undertakings

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of American Pacific Corporation’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities

II-9

offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

Each of the registrants undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against liabilities (other than the payment by each registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 5, 2007.

AMERICAN PACIFIC CORPORATION,
a Delaware corporation

By:  /s/  John R. Gibson

John R. Gibson

Chairman and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Gibson and Dana M. Kelley as his or her true and lawful attorneys-in-fact and agents with the powers of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of this S-4, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or his and her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title
/s/  John R. Gibson John R. Gibson	Chairman and Chief Executive Officer (Principal Executive Officer)	July 5, 2007
/s/  Dana M. Kelley Dana M. Kelley	Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	July 5, 2007
/s/  Joseph Carleone, Ph.D Joseph Carleone, Ph.D	Director, President and Chief Operating Office	July 5, 2007
/s/  Fred D. Gibson, Jr. Fred D. Gibson, Jr.	Director	July 5, 2007
/s/  Jan H. Loeb Jan H. Loeb	Director	July 5, 2007
/s/  Berlyn D. Miller Berlyn D. Miller	Director	July 5, 2007
/s/  Norval F. Pohl, Ph.D Norval F. Pohl, Ph.D	Director	July 5, 2007

II-11

/s/  C. Keith Rooker C. Keith Rooker	Director	July 5, 2007
/s/  Dean M. Willard Dean M. Willard	Director	July 5, 2007
/s/  Jane L. Williams Jane L. Williams	Director	July 5, 2007

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 5, 2007.

AMERICAN PACIFIC CORPORATION,
a Nevada corporation

By:  /s/  John R. Gibson

John R. Gibson

President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Gibson and Dana M. Kelley as his true and lawful attorneys-in-fact and agents with the powers of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of this S-4, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  John R. Gibson John R. Gibson	President and Director (Principal Executive Officer)	July 5, 2007
/s/  Dana M. Kelley Dana M. Kelley	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	July 5, 2007
/s/  Fred D. Gibson, Jr. Fred D. Gibson, Jr.	Director	July 5, 2007

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 5, 2007.

AMERICAN AZIDE CORPORATION,
a Nevada corporation

By:  /s/  John R. Gibson

John R. Gibson

President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Gibson and Dana M. Kelley as his true and lawful attorneys-in-fact and agents with the powers of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of this S-4, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  John R. Gibson John R. Gibson	President and Director (Principal Executive Officer)	July 5, 2007
/s/  Dana M. Kelley Dana M. Kelley	Treasurer (Principal Financial and Accounting Officer)	July 5, 2007
/s/  Fred D. Gibson, Jr. Fred D. Gibson, Jr.	Director	July 5, 2007

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 5, 2007.

AMPAC FARMS, INC.,
a Nevada corporation

By:  /s/  John R. Gibson

John R. Gibson

President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Gibson and Dana M. Kelley as his true and lawful attorneys-in-fact and agents with the powers of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of this S-4, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  John R. Gibson John R. Gibson	President and Director (Principal Executive Officer)	July 5, 2007
/s/  Dana M. Kelley Dana M. Kelley	Treasurer (Principal Financial and Accounting Officer)	July 5, 2007
/s/  Fred D. Gibson, Jr. Fred D. Gibson, Jr.	Director	July 5, 2007

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 5, 2007.

AMPAC-ISP CORP.,
a Delaware corporation

By:  /s/  John R. Gibson

John R. Gibson

President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Gibson and Dana M. Kelley as his true and lawful attorneys-in-fact and agents with the powers of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of this S-4, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  John R. Gibson John R. Gibson	President and Director (Principal Executive Officer)	July 5, 2007
/s/  Dana M. Kelley Dana M. Kelley	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	July 5, 2007
/s/  Fred D. Gibson, Jr. Fred D. Gibson, Jr.	Director	July 5, 2007

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 5, 2007.

ENERGETIC ADDITIVES INC., LLC,
a Nevada limited liability company

By:  /s/  Dana M. Kelley

Dana M. Kelley

Manager

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  Dana M. Kelley Dana M. Kelley	Manager (Principal Executive Officer and Principal Financial and Accounting Officer) Director	July 5, 2007

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on July 5, 2007.

AMPAC FINE CHEMICALS LLC,
a California limited liability company

By:  /s/  Aslam Malik

Aslam Malik

President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Gibson and Dana M. Kelley as his true and lawful attorneys-in-fact and agents with the powers of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) of this S-4, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/  Aslam Malik Aslam Malik	President (Principal Executive Officer)	July 5, 2007
/s/  Paul A. Kane Paul A. Kane	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	July 5, 2007
/s/  John R. Gibson John R. Gibson	Director	July 5, 2007

II-18

Exhibit Index

Exhibit
No.		Description
	2.1	Purchase Agreement, dated January 30, 2007, by and among American Pacific Corporation, certain subsidiaries thereof and Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	2.2	Purchase Agreement, dated as of July 12, 2005, by and among Aerojet Fine Chemicals LLC, Aerojet-General Corporation and American Pacific Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, dated July 12, 2005).
	2.3	First Amendment to Purchase Agreement, dated November 30, 2005, by and among American Pacific Corporation, Aerojet Fine Chemicals LLC and Aerojet-General Corporation (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	2.4	Assignment and Assumption Agreement, dated October 22, 2005, by and between American Pacific Corporation and Ampac Fine Chemicals LLC (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	2.5	Amended and Restated Assignment and Assumption Agreement, dated November 30, 2005, by and between American Pacific Corporation and Ampac Fine Chemicals LLC (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	2.6	Unconditional Guaranty of Payment and Performance, dated November 30, 2005, for the benefit of Aerojet-General Corporation and Aerojet Fine Chemicals, LLC (incorporated by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	3.1	Registrant’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3A to the Company’s Registration Statement on Form S-14 (File No. 2-70830)).
	3.2	Registrant’s By-Laws (incorporated by reference to Exhibit 3B to the Company’s Registration Statement on Form S-14 (File No. 2-70830)).
	3.3	Amendments to Registrant’s By-Laws (incorporated by reference to Item 5 of the Company’s Current Report on Form 8-K, dated November 9, 1999).
	3.4	Articles of Amendment to Registrant’s Restated Certificate of Incorporation, as filed with the Secretary of State, State of Delaware, on October 7, 1991 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 33-52196).
	3.5	Articles of Amendment to Registrant’s Restated Certificate of Incorporation, as filed with the Secretary of State, State of Delaware, on April 21, 1992 (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3 (File No. 33-52196)).
	3.6	Certificate of Amendment of Registrant’s By-Laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated September 18, 2006).
	3.7	Articles of Organization of Energetic Systems Inc., LLC, (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003 (the “2003 10-K”)).
	3.8	Operating Agreement of Energetic Systems Inc., LLC (incorporated by reference to Exhibit 10.13 to the 2003 10-K).
	3.9*	Articles of Incorporation of American Pacific Corporation, a Nevada corporation.
	3.10*	Bylaws of American Pacific Corporation, a Nevada corporation.
	3.11*	Articles of Incorporation of American Azide Corporation
	3.12*	Bylaws of American Azide Corporation
	3.13*	Articles of Incorporation of Ampac Farms, Inc.
	3.14*	Bylaws of Ampac Farms, Inc.
	3.15*	Certificate of Incorporation of Ampac-ISP Corp.
	3.16*	Bylaws of Ampac-ISP Corp.
	3.17*	Articles of Organization of Energetic Additives Inc., LLC

Exhibit
No.		Description
	3.18*	Certificate of Amendment of Articles of Organization of Energetic Additives Inc., LLC
	3.19*	Operating Agreement of Energetic Additives Inc., LLC
	3.20*	Articles of Organization of Ampac Fine Chemicals LLC
	3.21*	Limited Liability Company Agreement of Ampac Fine Chemicals LLC
	3.22*	Amendment to the Limited Liability Company Agreement of Ampac Fine Chemicals LLC
	4.1	Form of 9% Senior Note due 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	4.2	Indenture, dated as of February 6, 2007, by and among American Pacific Corporation, certain subsidiaries thereof and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	4.3	American Pacific Corporation 1997 Stock Option Plan (the “1997 Plan”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-53449), filed May 22, 1998).
	4.4	Form of Option Agreement under the 1997 Plan (incorporated by reference to Exhibit 4.2 to the Company’s Form S-8 (File No. 333-53449), filed May 22, 1998).
	4.5	American Pacific Corporation 2001 Amended and Restated Stock Option Plan (the “2001 Plan”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-104732), filed April 24, 2003).
	4.6	Form of Option Agreement under the 2001 Plan (incorporated by reference to Exhibit 4.3 to the Company’s Form S-8 (File No. 333-104732), filed April 24, 2003).
	4.7	Form of Rights Agreement, dated as of August 3, 1999, between American Pacific Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A, dated August 6, 1999).
	4.8	Form of Letter to Stockholders with copies of Summary of Rights to Purchase Preference Shares (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A, dated August 6, 1999).
	4.9	Amended and Restated 2002 Directors’ Stock Option Plan (the “2002 Plan”) (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated September 13, 2005).
	4.10	Form of Option Agreement under the 2002 Plan (incorporated by reference to Exhibit 4.4 to the Company’s Form S-8 (File No. 333-104732), filed April 24, 2003).
	5.1*	Opinion of Morrison & Foerster LLP.
	5.2*	Opinion of Santoro, Driggs, Walch, Kearney, Holley & Thompson
	10.1	Employment agreement dated January 1, 2002, between American Pacific Corporation and David N. Keys (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002 (the “2002 10-K”).
	10.2	Employment agreement dated January 1, 2002, between American Pacific Corporation and John R. Gibson (incorporated by reference to Exhibit 10.2 to the Company’s 2002 10-K).
	10.3	Employment Agreement, dated December 1, 2005, by and between American Pacific Corporation and Seth Van Voorhees (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10.4	Interim agreement between the Company and Dana M. Kelley, as acting Chief Financial Officer dated March 27, 2006 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006).
	10.5	Employment agreement dated October 15, 2006, between the Company and Joseph Carleone (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006).
	10.6	Notice of Eligibility for Dr. Aslam Malik under AMPAC Fine Chemicals LLC Severance Pay Plan, dated January 24, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).

Exhibit
No.		Description
	10.7	AMPAC Fine Chemicals LLC Severance Pay Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
	10.8	Form of Indemnification Agreement between American Pacific Corporation and all Directors of American Pacific Corporation (incorporated by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2000).
	10.9	Amended and Restated American Pacific Corporation Defined Benefit Pension Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1999 (the “1999 10-K”)).
	10.10	Amended and Restated American Pacific Corporation Supplemental Executive Retirement Plan effective January 1, 1999 (incorporated by reference to Exhibit 10.5 to the 1999 10-K).
	10.11	Trust Agreement for the Amended and Restated American Pacific Corporation Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.6 to the 1999 10-K).
	10.12	Lease Agreement between 3770 Hughes Parkway Associates Limited Partnership and American Pacific Corporation, dated July 31, 1990 (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-2 (File No. 33-36664) (the “1990 S-2”).
	10.13	Limited Partnership Agreement of 3770 Hughes Parkway Associates, Limited Partnership (incorporated by reference to Exhibit 10.23 to the 1990 S-2).
	10.14	Cooperation and Stock Option Agreement dated as of July 4, 1990, by and between Dynamit Nobel AG and American Pacific Corporation, including exhibits thereto (incorporated by reference to Exhibit 10.24 to the 1990 S-2).
	10.15	Long-Term Pricing Agreement dated as of December 12, 1997, between Thiokol Corporation-Propulsion and American Pacific Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998).
	10.16	Modification No. 1 dated September 13, 2000, to Long-Term Pricing Agreement between Thiokol Propulsion and American Pacific Corporation (incorporated by reference to Exhibit 10.14 to the 2000 10-K).
	10.17	Partnershipping Agreement between Alliant Techsystems Incorporated (“Alliant”) and Western Electrochemical Company and letter dated November 24, 1997, from American Pacific Corporation to Alliant and revised Exhibit B with respect thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998).
	10.18	First Lien Credit Agreement, dated November 30, 2005, by and among American Pacific Corporation as borrower, the domestic subsidiaries of American Pacific Corporation as guarantors, Wachovia Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and certain lending parties specified therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10.19	Second Lien Credit Agreement, dated November 30, 2005, by and among American Pacific Corporation as borrower, the domestic subsidiaries of American Pacific Corporation as guarantors, Wachovia Bank, National Association, as administrative agent, Bank of America, N.A., as syndication agent, and certain lending parties specified therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated November 30, 2005).

Exhibit
No.		Description
	10.20	The Intercreditor Agreement, dated as of November 30, 2005, by and among American Pacific Corporation, the domestic subsidiaries of American Pacific Corporation as may time to time party become a party therein and Wachovia Bank, National Association, in its capacity as administrative agent for the First Lien Obligations, Wachovia Bank, National Association, in its capacity as administrative agent for the Second Lien Obligations and Wachovia Bank, National Association, in its capacity as control agent for the First Lien Administrative Agent and the Second Lien Administrative Agent (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10.21	American Pacific Corporation Subordinated Promissory Note, dated November 30, 2005, in the principal amount of $25,500,000 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10.22	Ground Lease, dated November 30, 2005, by and between Aerojet-General Corporation and Ampac Fine Chemicals LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, dated November 30, 2005).
	10.23	Modification #3 to the Thiokol Long Term Pricing Agreement dated April 5, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006).
	10.24	Master International Swaps and Derivatives Association (“ISDA”) Agreement, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006)
	10.25	Schedule No. 1 to Master ISDA Agreement, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006).
	10.26	Schedule No. 2 to Master ISDA Agreement, between the Company and Bank of America, N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006).
	10.27	Ampac Fine Chemicals LLC Pension Plan for Bargaining Employees (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006).
	10.28	Ampac Fine Chemicals LLC Pension Plan for Salaried Employees (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006).
	10.29	Amended and Restated Credit Agreement, dated as of February 6, 2007, by and among American Pacific Corporation, certain subsidiaries thereof, the lenders party thereto, Wachovia Bank, National Association and Bank of America N.A. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	10.30	Registration Rights Agreement, dated as of February 6, 2007, by and among American Pacific Corporation, certain subsidiaries thereof and Wachovia Capital Markets, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated February 6, 2007).
	12.1*	Statement of Computation of Consolidated Ratio of Earnings to Fixed Charges.
	21.1	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006).
	23.1*	Consent of Deloitte & Touche LLP.
	23.2*	Consent of Ernst & Young LLP.
	23.3*	Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
	23.4*	Consent of Santoro, Driggs, Walch, Kearney, Holley & Thompson (included on Exhibit 5.2).
	24.1*	Powers of Attorney (included on the signature pages).

Exhibit
No.		Description
	25.1*	Form T-1 Statement of Eligibility of Wells Fargo Bank, National Association to act as Trustee under the Indenture.
	99.1*	Form of Letter of Transmittal.
	99.2*	Form of Exchange Agent Agreement.
	99.3*	Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (included in Exhibit 99.1).
	99.4*	Form of Notice of Guaranteed Delivery.
	99.5*	Form of Letter to Clients.
	99.6*	Form of Letter to Brokers, Dealers and Other Nominees.

*	Filed herewith.
†	To be filed by amendment.

EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION

OF

AMERICAN PACIFIC CORPORATION

     THE UNDERSIGNED natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the General Corporation Law of the State of Nevada, adopts the following Articles of Incorporation for such corporation.

ARTICLE I

     The name of the corporation is AMERICAN PACIFIC CORPORATION.

ARTICLE II

     The address of this corporation’s initial registered office in the State of Nevada and the name of its initial registered agent at such address is C. Keith Rooker, Esq., 701 North Green Valley Parkway, Suite 105, Henderson, Nevada 89014.

ARTICLE III

     The purposes of the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Nevada.

ARTICLE IV

     The corporation shall be authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of all classes of stock that the Corporation shall have the authority to issue shall be twenty-three million (23,000,000); the total number of shares of Common Stock shall be twenty million (20,000,000) and the par value of each share of Common Stock shall be $.10; and the total number of shares of Preferred Stock shall be three million (3,000,000) and the par value of each share of Preferred Stock shall be one dollar ($1.00).

     The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is vested with authority to fix by resolution or resolutions the designations and the powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, including, without limitation, the voting powers, if any, the dividend rate, conversion rights, redemption price, or liquidation preference, if any, of any series of Preferred Stock, and to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).

ARTICLE V

     By-Laws of the Corporation may be amended, altered or repealed, and new By-Laws may be adopted, so long as not inconsistent with the provisions of this Certificate of Incorporation, (i) by the affirmative vote of the holders of a majority of the stock entitled to vote at any annual or special stockholders’ meeting, provided notice of such proposed adoption, alteration or repeal is included in the notice of any such special meeting or (ii) by an affirmative vote of a majority of the directors present at any annual, regular or special meeting of the Board of Directors at which a quorum is present, but such right of the directors shall not divest or limit the right of the stockholders to adopt, alter or repeal By-Laws as specified above.

ARTICLE VI

     The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The initial number of directors of the Corporation shall be five, and the time for which such directors shall severally hold office shall be as provided herein and in the By-Laws. The number of directors which shall thereafter constitute the whole Board of Directors shall be determined from time to time by resolution adopted by affirmative vote of a majority of the whole Board of Directors but shall not be less than three nor more than twelve. The Board of Directors shall be classified with respect to the time for which the directors shall severally hold office by dividing them into three classes, such classes to be as nearly equal in number as possible. If the number of directors set by such resolution is a number which is not evenly divisible by three, the Board of Directors shall by resolution determine the number of directors in each class which shall be, as nearly as possible, the same number for each class, provided that no decrease in the number of directors shall shorten the term of any incumbent director. At each annual meeting of stockholders beginning with the annual meeting to be held in 1998, directors shall be chosen for a term of three (3) years to succeed those whose terms then expire and shall hold office until the third following annual meeting of stockholders and until the election of their respective successors. Election of directors at an annual meeting of stockholders shall, subject to the provisions and powers of any Preferred Stock hereinafter issued, be by the affirmative vote of the holders of not less than 80 % of the shares of Common Stock present in person or by proxy (i.e., 80% of the total votes cast in the election of directors). In the event no class of nominees which is running for election at an annual meeting receives the requisite amount of votes to be elected at such meeting, the incumbent directors of such class shall remain in office until the next annual meeting. At that time, two (2) classes of nominees will stand for election, and so on, providing that the holdover nominees shall run only for the remainder of their term. Any vacancy on the Board of Directors, whether arising through death, resignation or removal of a director and any newly created directorships in any class, shall be filled by a majority vote of all the remaining directors although less than a quorum. The term of office of any director elected to fill such a vacancy shall expire at the expiration of the term of office of directors of the class in which the vacancy occurred. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

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ARTICLE VII

     Notwithstanding any provision of the By-Laws of the Corporation and notwithstanding the fact that some lessor percentage may be specified by law, special meetings of the stockholders shall not be called except (1) pursuant to a resolution adopted by the Board of Directors or (2) by the Chairman of the Board, the Vice Chairman or the President acting on the written application of the stockholders owning 80 % or more of each class of stock of the Corporation entitled to vote on matters to be submitted to stockholders of the Corporation (considering all outstanding series of preferred stock so entitled to vote collectively as one class). Any written application by such stockholders shall state a proper purpose for the meeting and shall be delivered to the Chairman of the Board, the Vice Chairman or the President. Written notice of any such meeting shall be given as provided in the By-Laws of the Corporation.

ARTICLE VIII

     Notwithstanding any other provisions of the By-Laws of the Corporation and notwithstanding the fact that some lesser percentage may be specified by law, any director or the entire Board of Directors of the Corporation may be removed at any time, but only for cause and only by the affirmative vote of the holders of 80% or more of each class of stock of the Corporation entitled to vote in elections of directors present and voting (considering all outstanding series of preferred stock so entitled to vote collectively as one class) (i.e. 80% of the total votes cast at a meeting of the stockholders called for that purpose.

ARTICLE IX

     To the fullest extent permitted by applicable law, this corporation may indemnify any Director, officer, employee or agent or former Director, officer, employee or agent of the corporation, or any person who may have served at its request as a Director, officer, employee or agent of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of any action, suit or proceeding, civil or criminal, to which he is made a party by reason of being or having been such Director, officer, employee or agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation; and to make any other indemnification that shall be authorized by any bylaw or resolution adopted by the Board of Directors.

ARTICLE X

     Notwithstanding any other provisions of the By-Laws of the Corporation and notwithstanding the fact that some lesser percentage may be specified by law or agreement, the affirmative vote of the holders of 80% or more of each class of stock of the Corporation which is entitled to vote in elections of directors present and voting (considering all outstanding series of Preferred Stock so entitled to vote, collectively as one class) (i.e. 80% of the total votes cast) shall be required for any corporate action that would, directly or indirectly, amend, alter, change or adversely affect any provision of Article IV, in so far as it relates to the authorization and

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issuance of Preferred Stock, Article V, Article VI, Article VII, Article VIII, or this Article X in each case, of these Articles of Incorporation; provided however, that the vote required by this Article Tenth shall not be applicable to any amendment or transaction if such amendment or transaction is approved by resolution adopted prior to the consummation of such amendment or transaction by the affirmative vote of two-thirds or more of the whole Board of Directors of the Corporation (the “whole Board” being the number of directors which the Corporation would have if there were no vacancies, as established by Board resolution), in which event the required vote of the stockholders of the Corporation to effect such amendment or transaction shall be the affirmative vote of a majority of the share of each class of stock entitled to vote in elections of directors (considering all outstanding series of Preferred Stock so entitled to vote, collectively as one class).

ARTICLE XI

     The personal liability of a Director to this corporation or its shareholders for monetary damages for breach of fiduciary duty is limited to the fullest extent permitted by the applicable provisions of the General Corporation Law of the State of Nevada, as the same may be amended and supplemented from time to time.

ARTICLE XII

     The corporation is to have perpetual existence.

ARTICLE XIII

     The present Board of Directors of the corporation consists of the following:

Fred D. Gibson, Jr.	John R. Gibson
3770 Howard Hughes Pkwy., #300	3770 Howard Hughes Pkwy., #300
Las Vegas, NV 89109	Las Vegas, NV 89109
David N. Keys
3770 Howard Hughes Pkwy., #300
Las Vegas, NV 89109

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ARTICLE XIV

     The name and address of the incorporator signing these articles of incorporation are as follows:

ANDREA K. WEBB
701 N. Green Valley Parkway, Suite 105
Henderson, NV 89014

     DATED this 8^th day of May, 1998.

/s/ Andrea K. Webb  

ANDREA K. WEBB 

STATE OF NEVADA	)
	)	ss.
COUNTY OF CLARK	)

     On the 8^th day of May, 1998, personally appeared before me, a notary public, ANDREA K. WEBB, personally known (or proved) to me to be the person whose name is subscribed to the above instrument, who acknowledged that she executed the instrument.

/s/ Susan K. Forti  

NOTARY PUBLIC 

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EX-3.10

Exhibit 3.10

AMERICAN PACIFIC CORPORATION
(a Nevada Corporation)

BY-LAWS

ARTICLE I
Meetings of Stockholders

     Section 1.1 Annual Meetings. The annual meeting of the stockholders for the election of the successors to the class of directors whose terms shall expire in that year and for the transaction of such other business as properly may come before such meeting shall be held on such date, and at such time and place within or without the State of Nevada as may be designated by the Board of Directors.

     Section 1.2 Special Meetings. As provided in the Amended and Restated Articles of Incorporation, special meetings of the stockholders shall not be called except (1) pursuant to a resolution adopted by the Board of Directors or (2) by the Chairman of the Board, the Vice Chairman or the President, acting on the written application of stockholders owning 80% or more of each class of stock of the Corporation entitled to vote on matters to be submitted to stockholders of the Corporation (considering all outstanding series of preferred stock so entitled to vote, collectively as one class). Any written application by such stockholders shall state a proper purpose for the meeting and shall be delivered to the Chairman of the Board or the President.

     Section 1.3 Notice of Meetings. Written notice, signed by the Chairman of the Board, the President, the Secretary or an Assistant Secretary, of every meeting of stockholders stating the purpose or purposes for which the meeting is called, and the date, hour and place it is to be held shall be delivered either personally or by mail to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the meeting. If mailed, the notice shall be directed to the stockholders at their respective addresses appearing on the stock books of the Corporation, or to such other addresses as they may have respectively designated in writing, and shall be deemed given when mailed. A waiver of any notice, signed by a stockholders before or after the time for the meeting, shall be deemed equivalent to such notice.

     Section 1.4 Quorum. Subject to the provisions of any applicable law or of the Corporation’s Amended and Restated Articles of Incorporation in respect to the vote that shall be required for a specified action, the presence at any meeting. in person or by proxy, of the holders of record of a majority of the capital stock then issued and outstanding and entitled to vote shall constitute a quorum for the transaction of business.

     Section 1.5 Adjournments. In the absence of a quorum at any meeting of the stockholders, a majority in interest of the stockholders entitled to vote, present in person or by proxy, may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present or represented. At any adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the

meeting as originally notified. If the meeting is adjourned for more than thirty days or if after the adjournment a new record date is set for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

     Section 1.6 Proxies; Voting. Unless otherwise provided in the Amended and Restated Articles of Incorporation, each stockholder on the record date shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on or after three years from its date, unless the proxy provides for a longer period. When a quorum is present at any meeting, a majority of the votes cast by those present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Nevada statutes or of the Amended and Restated Articles of Incorporation or of the By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

     Section 1.7 Inspectors of Election. In advance of any meeting of stockholders, the Board of Directors may appoint one or more inspectors of election to act at a meeting or any adjournment thereof. If inspectors are not so appointed, the chairman of the meeting may, and on the request of any stockholder shall, appoint inspector( s) at the meeting. In case any person appointed as inspector by the Board of Directors fails to appear or refuses to act, the vacancy may be filled at the direction of the chairman of the meeting. The number of inspectors shall be determined by the Board of Directors or, if the inspectors are appointed at the meeting, by the chairman of the meeting.

     The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, shall receive votes or ballots, shall hear and determine all challenges and questions in any way arising in connection with the right to vote, shall count and tabulate all votes and determine the results, and shall do such acts as may be proper to conduct the election or vote with fairness to all.

     Section 1.8 List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, or cause to be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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ARTICLE II
Board of Directors

     Section 2.1 Number of Directors. The number of directors which shall constitute the Board of Directors shall be determined from time to time by resolution of the Board of Directors as provided in the Amended and Restated Articles of Incorporation. The Board of Directors shall be classified with respect to the time for which they shall severally hold office by dividing them into three classes. If the number of directors set by resolution of the Board of Directors is a number which is not evenly divisible by three, the Board of Directors shall by resolution determine the number of directors in each class which shall be, as nearly as possible, the same number for each class. All directors of the Corporation shall hold office until their successors are duly elected and qualified. The initial directors of the first class shall hold office until the annual meeting of stockholders of the Corporation to be held in 1998 and until their successors are duly elected and qualified; the initial directors of the second class shall hold office until the annual meeting of stockholders of the Corporation to be held in 1999 and until their successors are duly elected and qualified: and the initial directors of the third class shall hold office until the annual meeting of stockholders of the Corporation to be held in 2000 and until their successors are duly elected and qualified. At each annual meeting of stockholders of the Corporation beginning with the annual meeting to be held in 1998 the successors to the class of directors whose terms shall expire in that year shall be elected by the affirmative vote of holders of not less than 80% of the Trust’s outstanding voting Shares present and voting, and said successors shall hold office until the third following annual meeting of stockholders and until the election of their respective successors. in the event that the class of nominees which is seeking election at an annual meeting does not receive the requisite vote to be elected at such meeting, the incumbent Director of such class shall remain in office until the next succeeding annual meeting. At that time, two classes of nominees would stand for election, and so on.

     Section 2.2 Nomination of Directors. Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing and shall be deemed given if given personally or mailed by first class United States mail, postage prepaid, to the Secretary of the Corporation not less than 14 days nor more than 50 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 days’ notice of the meeting is given to stockholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the Corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to stockholders. Notice of nominations which are proposed by the Board of Directors shall be given by the Chairman or President on behalf of the Board.

     Each such notice shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee and (iii) the number of shares of stock of the Corporation, if any, which are beneficially owned by each such nominee or any “affiliate” or “associate” thereof, as those terms are defined in Rule 12(b )(2) of the General Rules and Regulations under the Securities Exchange Act of 1934 in effect on January 1, 1981.

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     The Chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if the chairman makes such determination and declares it to the meeting, the defective nomination shall be disregarded.

     Section 2.3 Vacancies. Vacancies in the Board of Directors may be filled by a majority of the directors then in office, though less than a quorum, and any director so chosen shall hold office for the remainder of the full term of the director whose place such person has been elected to fill and until such person’s successor is duly elected and shall qualify. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

     A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if there are newly created directorships in any class resulting from any increase in the authorized number of directors.

     Section 2.4 Resignation of Directors. Any director may resign at any time by giving written notice to the President and Secretary of the Corporation, to take effect at the time specified therein. The acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make it effective.

     Section 2.5 Removal of Directors. As provided in the Amended and Restated Articles of Incorporation, any director or the entire Board of Directors of the Corporation may be removed at any time, but only for cause by the affirmative vote of the holders of 80% or more of each class of stock of the Corporation entitled to vote in elections of directors (considering all outstanding series of preferred stock so entitled to vote, collectively as one class) cast at a meeting of the stockholders called for that purpose.

     Section 2.6 Duties of Board. The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Amended and Restated Articles of Incorporation or by the By-Laws directed or required to be exercised or done by the stockholders.

     Section 2.7 Meetings. All meetings of the Board of Directors, whether annual, regular or special, may be held within or without the State of Nevada.

     Immediately following each annual meeting of the stockholders and at the place thereof, or at such other time and place as shall be fixed by resolution of the Board of Directors prior to the annual meeting of stockholders, an annual meeting of the Board of Directors shall be held for reorganization, for the election of officers and for the transaction of such other business as may properly come before the meeting. Notice of such meetings need not be given. The Board of Directors by resolution may provide for the holding of regular meetings and may fix the times and places at which such meetings shall be held. Notice of regular meetings shall not be required to be given, provided that whenever the time or place of regular meetings shall be fixed or changed, notice of such action shall be mailed promptly to each director who shall not have been

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present at the meeting at which such action was taken, addressed to the director at the director’s residence or usual place of business.

     Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Secretary upon the written request of any two directors. Except as otherwise required by statute, notice of each special meeting shall be mailed to each director, addressed to the director’s residence or usual place of business, or shall be sent to the director at such place by telegram or telephoned or delivered to the director personally, not later than two days before the day on which the meeting is to be held. Such notice shall state the time and place of such meeting, but need not state the purposes thereof, unless otherwise required by statute, the Amended and Restated Articles of Incorporation or the By-Laws.

     Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing or by telegram or cable.

     Section 2.8 Quorum. A majority of the whole Board (the “whole Board” being the total number of directors which the Corporation would have if there were no vacancies on the Board) shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, the Amended and Restated Articles of Incorporation or the By-Laws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 2.9 Action of Directors Without a Meeting. Unless otherwise restricted by the Amended and Restated Articles of Incorporation or the By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee.

     Section 2.10 Telecommunication Meetings. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     Section 2.11 Compensation of Directors. Directors shall receive such reasonable compensation for their services as such, whether in the form of salary of a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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ARTICLE III
Committees of the Board

     Section 3.1 Designation, Power, Alternate Members and Term of Office. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. Except as provided by statute, any such committee, to the extent provided in such resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. The Board may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. If at the meeting of any committee one or more of the members thereof should be absent or qualified, the member or members of such committee (including alternates) present at any meeting and not qualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. The term of office of the members of each committee shall be as fixed from time to time by the Board, subject to the By-Laws; provided, however, that any committee member who ceases to be a member of the Board shall ipso facto cease to be a committee member. Each committee shall appoint a secretary, who may be the Secretary of the Corporation or an Assistant Secretary thereof who shall keep or cause to be kept a written record of the proceedings of the Committee.

     Section 3.2 Quorum and Manner of Acting. At each meeting of any committee a majority but not less than two of its members then in office shall constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. Subject to the foregoing and other provisions of the By-Laws and except as otherwise determined by the Board of Directors, each committee may make rules for the conduct of its business. Any determination made in writing and signed by all the members of such committee shall be as effective as if made by such committee at a meeting.

     Section 3.3 Compensation. Committee members shall receive such reasonable compensation for their services as such, whether in the form of salary or a fixed fee for attendance at meetings, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any committee member from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV
Officers

     Section 4.1 Officers. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chairman of the Board, a President, one or more Vice Presidents (one or more of whom may be designated Executive Vice Presidents or Senior Vice Presidents) a Treasurer, a Secretary and a Controller. The Board of Directors from time to time may elect or appoint such other officers (including one or more Assistant Secretaries and one or more Assistant Controllers) and agents, as the Board in its discretion may determine. Any number of

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offices may be held by the same person, unless the Amended and Restated Articles of Incorporation or any applicable law otherwise provide.

     Section 4.2 Terms of Office; Vacancies. Each officer of the Corporation shall hold office until the first meeting of the Board of Directors after the next annual meeting of stockholders and until a successor has been elected and qualified or until such officer’s earlier death, resignation or removal. Any vacancy occurring in any office for any reason shall be filled by the Board of Directors.

     Section 4.3 Removal and Resignation. Any officer may be removed at any time, either with or without cause, at any meeting of the Board of Directors or by any officer or agent upon whom the power of removal shall have been conferred by the Board of Directors. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or any such officer.

     Section 4.4 The Chairman of the Board. The Chairman of the Board shall have general charge of and be responsible for the business, affairs and property of the Corporation and control over its several officers, subject to the control of the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders, the Board of Directors and any committee of the Board of Directors of which the Chairman is a member unless another member of such committee designated by the Board of Directors as chairman shall be present. The Chairman of the Board shall see that all orders and resolutions of the Board of Directors and of all committees of the Board of Directors are carried into effect, and may sign, with any other officer thereunto authorized, certificates of. stock of the Corporation, and may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, notes and other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent. The Chairman of the Board shall do and perform such other duties as from time to time may be prescribed by the Board of Directors or any committee of the Board of Directors.

     Section 4.5 The President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the operations and officers of the Corporation and the conduct of its business, subject to the control of the Board of Directors and the Chairman of the Board. In the absence or disability of the Chairman of the Board or if requested by the Chairman, the President shall preside at all meetings of the stockholders, the Board of Directors and any committee of the Board of Directors of which the President and the Chairman of the Board may be members unless another member of such committee designated by the Board of Directors as chairman shall be present, and shall perform all other duties assigned to the Chairman of the Board by the By-Laws. The President may sign, with any other officers thereunto authorized, certificates of stock of the Corporation, and may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, notes and other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent. The President shall do and perform such other

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duties as from time to time may be prescribed by the Board of Directors, any committee of the Board of Directors or the Chairman of the Board.

     Section 4.6 The Vice Presidents. In the absence or disability of the President, the Executive Vice President (if any), and in the absence or disability of the Executive Vice President, the Vice Presidents in the order fixed by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. Any Vice President may also sign, with any other officer thereunto authorized, certificates of stock of the Corporation, and shall have such other powers and shall perform such other duties as from time to time may be prescribed by the Board of Directors, any committee of the Board of Directors, the Chairman of the Board or the President.

     Section 4.7 The Treasurer. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as are prescribed by the By-Laws or as from time to time may be prescribed by the Board of Directors.

     Section 4.8 The Secretary. The Secretary shall

     (a) record or cause to be recorded all the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book or books to be kept for that purpose;

     (b) give or cause to be given all notices in accordance with the provisions of the By-Laws and as required by statute;

     (c) be custodian of the records and of the seal of the Corporation and such other books, records, documents and papers of the Corporation as the Board of Directors may direct;

     (d) see that the lists, books, reports, statements, certificates and other documents and records required by statute are properly kept and filed;

     (e) have charge of the stock and transfer books of the Corporation, and exhibit such stock book at all reasonable times to such persons as are entitled by statute to have access thereto;

     (f) sign (unless the Controller or an Assistant Secretary or an Assistant Controller shall sign) certificates representing stock of the Corporation the issuance of which shall have been duly authorized: and

     (g) in general, perform all duties incident to the office of the Secretary and such other duties as are prescribed by the By-Laws or as from time to time may be prescribed by the Board of Directors.

     Section 4.9 Assistant Secretaries. In the absence or disability of the Secretary, the Assistant Secretary or if there be more than one, the Assistant Secretaries in the order determined

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by the Board of Directors, shall perform all the duties of the Secretary, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Secretary and shall perform such duties as from time to time may be prescribed by the Board of Directors.

     Section 4.10 The Controller. The Controller shall

     (a) have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation;

     (b) cause the moneys and other valuable effects of the Corporation to be deposited in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositories as shall be selected by the Board of Directors or to be otherwise dealt with in such manner as the Board of Directors may direct;

     (c) cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositories of the Corporation, and cause to be taken and preserved proper vouchers for all moneys disbursed;

     (d) tender to the stockholders, Board of Directors, Chairman of the Board, the President and Treasurer, whenever requested, a statement of the financial condition of the Corporation and of all transactions as Controller;

     (e) cause to be kept at the Corporation’s principal office correct books of account of all the Corporation’s business and transactions and such duplicate books of account as the Controller shall determine and upon application cause such books or duplicates thereof to be exhibited to any director;

     (f) sign (unless the Secretary or an Assistant Secretary or an Assistant Controller shall sign) certificates representing stock of the Corporation the issuance of which shall have been duly authorized; and

     (g) in general, perform all duties incident to the office of Controller and such other duties as are prescribed by the By-Laws or as from time to time may be prescribed by the Board of Directors.

     Section 4.11 Assistant Controllers. In the absence or disability of the Controller, if any, the Assistant Controller, if any, or if there be more than one, the Assistant Controllers in the order determined by the Board of Directors, shall perform all the duties of the Controller, and, when so acting, shall have all the powers of and be subject to all restrictions upon the Controller and shall perform such other duties as from time to time may be prescribed by the Board of Directors.

     Section 4.12 Salaries. The salaries of the officers of the Corporation shall be fixed from time to time by the Board of Directors.

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ARTICLE V
Indemnification of Officers, Directors, Employees and Agents

     Section 5.1 Third Party Actions. To the full extent permitted by the laws of Nevada as from time to time in effect, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, or appeal therefrom whether civil, criminal, administrative, investigative or otherwise (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or at the express or implied request of the Corporation is or was serving as a director, employee, agent or trustee of (or is or was serving in any other capacity) another corporation, partnership, joint venture, trust or other enterprise (including without limitation any affiliated corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceedings, had no reasonable cause to believe the conduct was unlawful.

     Section 5.2 Derivative Actions. To the full extent permitted by the laws of Nevada as from time to time in effect, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation or appeal therefrom to procure a judgment in its favor by reason of the fact that such person is or was as a director, officer, employee or agent of the Corporation, or at the express or implied request of the Corporation is or was serving as a director, officer, employee, agent or trustee of (or is or was serving in any other capacity) another corporation, partnership, joint venture, trust or other enterprise (including without limitation any affiliated corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees and amounts paid in settlement) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no person shall be entitled to indemnification under this Section 5.2 in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the Corporation unless to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     Section 5.3 Successful Defense. To the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1 or 5.2 of this Article V, or in defense of any claim, issue or matter therein, such determination shall constitute conclusive evidence of that person’s right to be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by that person in connection therewith, and the President or a Vice-President of the Corporation shall direct the reimbursement of all such expenses to such person.

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     Section 5.4 Determination of Propriety of Indemnification. Indemnification under Section 5.1 or 5.2 of this Article V (unless ordered by a court) shall be made by the Corporation only as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 5. or 5.2 of this Article V. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of disinterested directors, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

     Section 5.5 Advances. The Corporation may pay expenses of any director, officer, agent or employee incurred in defending any action, suit or proceeding, or appeal therefrom whether civil, criminal, administrative, investigative or otherwise, in advance of the final disposition of any such action, suit or proceeding as authorized by the Board of Directors in the specific case, provided the Corporation receives an undertaking by or on behalf of the director, officer, employee or agent involved to repay such amount unless it shall ultimately be determined that such person or entity is entitled to be indemnified by the Corporation.

     Section 5.6 Non-Exclusivity. The indemnification and powers set forth in this Article V shall be in addition to and the foregoing shall not be deemed exclusive of (i) any other powers of the Corporation under the Amended and Restated Articles of Incorporation or applicable law or (ii) any other rights to which any person may be entitled, under any statute, certificate or articles of incorporation, by-law, agreement, vote, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity at the direction or express or implied request of the Corporation while holding such position. Any and all rights of any person hereunder shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

     Section 5.7 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the express or implied request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust or other enterprise (including without limitation affiliates of the Corporation) against any liability asserted against such person and incurred by such person in any such capacity, or arising out of that person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article V or of Section 145 of the General Corporation Law of Nevada.

ARTICLE VI
Certificates of Stock

     Section 6.1 Certificate. Every holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice President and by the Secretary or an Assistant Secretary or the Controller or an Assistant Controller of the Corporation, certifying the number of shares owned by such

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person in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Nevada, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preference and/or rights.

     Section 6.2 Facsimile Signature. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if that person were such officer, transfer agent or registrar at the date of Issue.

     Section 6.3 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such person’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 6.4 Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     Section 6.5 Record Dates. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. Only those stockholders of record on the date so fixed shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the Corporation after any such record date fixed by the Board of Directors.

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     Section 6.6 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owners of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VII
General Provisions

     Section 7.1 Dividends. Subject to all applicable laws and to the Amended and Restated Articles of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors, payable in cash, in property or in shares of the capital stock of the Corporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves for any proper purpose which the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

     Section 7.2 Corporate Seal. The corporate seal shall be circular in form and shall bear the name of the Corporation, the date of its incorporation and the words “CORPORATE SEAL, NEVADA.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors.

     Section 7.4 Amendments. As provided in and subject to the provisions of the Amended and Restates Articles of Incorporation, By-Laws of the Corporation may be amended, altered or repealed, and new By-Laws may be adopted, (i) by the affirmative vote of the holders of a majority of the stock entitled to vote at any annual or special stockholders’ meeting, provided notice of such proposed adoption, alteration or repeal is included in the notice of any such special meeting or (ii) by an affirmative vote of a majority of the directors present at any annual, regular or special meeting of the Board of Directors at which a quorum is present, but such right of the directors shall not divest or limit the right of the stockholders to adopt, alter or repeal By-Laws.

CERTIFICATE OF SECRETARY

     The undersigned certifies that the foregoing Bylaws were adopted for American Pacific Corporation, a Nevada corporation, effective as of the 15th day of September, 1998, by unanimous vote of its board of directors at a meeting duly convened for such purpose held on September 15, 1998.

/s/ David N. Keys  

David N. Keys 

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EX-3.11

Exhibit 3.11

ARTICLES OF INCORPORATION

OF

AMERICAN AZIDE CORPORATION

          THE UNDERSIGNED natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the General Corporation Law of the State of Nevada, adopts the following Articles of Incorporation for such corporation.

ARTICLE I—NAME

          The name of the corporation is AMERICAN AZIDE CORPORATION.

ARTICLE II—INITIAL REGISTERED OFFICE AND AGENT

          The address of this corporation’s initial registered office in the State of Nevada and the name of its initial registered agent at such address is:

C. Keith Rooker
4045 South Spencer, Suite B-34
Las Vegas, Nevada 89119

ARTICLE III—PURPOSES

          The purpose or purposes for which this corporation is organized are:

          (a) To manufacture, produce, sell, license and distribute sodium azide and other specialty chemicals, and to realize a profit therefrom.

          (b) To acquire and to develop, through research and development efforts or by license or otherwise, all technology, and trade secrets, patents, know-how and other intellectual property that may be necessary or appropriate in connection with the corporation’s activities or operations.

          (c) To acquire, by purchase, lease or otherwise, all real property and other facilities that may be necessary or appropriate in connection with the operations of the corporation, and to construct buildings and other improvements thereon, to enter into leases, management agreements, brokerage agreements and other agreements in connection with the acquisition,

development, management, occupancy, operation, use or disposition of such real property or facilities, and to dispose of any or all such real property or facilities.

          (d) To acquire, by purchase, lease or otherwise, every type of property, tangible or intangible, real, personal, or mixed, that may be necessary or appropriate in connection with the operations of the corporation, and to manage, operate, lease, use, maintain and dispose of such property.

          (e) To raise capital, through borrowing or otherwise, in order to finance the operations of the corporation or the acquisition or disposition by the corporation of facilities or property, and to enter into pledges, mortgages and other agreements in connection with such financing.

          (f) To do each and every thing necessary, suitable or proper to accomplish any of the purposes herein enumerated, or that may at any time appear conducive to or expedient for the protection or benefit of this corporation or for the furtherance of its business or for the accomplishment of each and every lawful objective, whether or not set forth specifically herein, and to do said acts as fully and to the same extent as natural persons might or could do in any part of the world as principals, agents, partners (either general or limited), joint venturers, trustees or otherwise, either alone or in conjunction with any other person, association or corporation.

          The foregoing clauses shall be construed both as purposes and powers and shall not be held to limit or restrict in any manner the general powers of the corporation and the enjoyment and exercise thereof as conferred by the laws of the State of Nevada. It is intended that the purposes and powers specified in each of the paragraphs of this Article III shall be regarded as independent purposes and powers.

ARTICLE IV—STOCK

          The amount of the total authorized capital stock of this corporation, and the number and par value of the shares of which it is to consist are as follows:

ONE HUNDRED FIFTY THOUSAND shares of common stock with a par value of TEN CENTS ($0.10) per share; and

FIVE THOUSAND shares of preferred stock with a par value of ONE DOLLAR ($1.00) per share.

The common and preferred shares of the corporation may be issued from time to time in one or more series. The Board of Directors of the corporation is vested with authority to fix by resolution or resolutions the designations and the voting rights, preferences and relative participating, optional or other rights, if any, and the qualifications, limitations, the dividend rates, conversion rights, redemption prices and terms, or liquidation or distribution preferences, if any, of any series of common or preferred stock, and to fix the number of shares constituting any series, and to increase

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or decrease the number of shares of any series (but not below the number of shares thereof then outstanding).

ARTICLE V—DIRECTORS

          The members of the governing board of the corporation shall be styled “Directors.” The number of Directors constituting the initial Board of Directors of this corporation is two (2); provided, however, that the Board of Directors may, at any meetings duly called according to notice, and by appropriate resolutions, increase the number of such Directors to as many as nine (9), and may decrease the number of such Directors to as few as three (3). Directors shall be chosen for a term of office of one year, or until their successors have been duly elected and qualified.

          The names and addresses of persons who are to serve initially as Directors, until the first annual meeting of shareholders of the corporation, and thereafter until their successors are elected and qualify, are:

Fred D. Gibson, Jr.
4045 South Spencer, Suite B-34
Las Vegas, Nevada 89119

C. Keith Rooker
4045 South Spencer, Suite B-34
Las Vegas, Nevada 89119

ARTICLE VI—ASSESSMENT OF STOCK

          The capital stock and the holders thereof, after the amount of the subscription price therefor has been paid in to the corporation, shall not be subject to any assessment to pay the debts of the corporation, or for any other purpose.

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ARTICLE VII—INCORPORATOR

          The name and address of the incorporator signing these articles of incorporation are as follows:

R. Glen Woods
4045 South Spencer, Suite B-34
Las Vegas, Nevada 89119

ARTICLE VIII—DURATION

          The corporation is to have perpetual existence.

ARTICLE IX—ACTIONS BY BOARD OF DIRECTORS

          In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized:

To make, alter amend and rescind the bylaws of the corporation, to fix the amount to be reserved as working capital, to fix the times for the declaration and payment of dividends, and to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

With the consent in writing or pursuant to the affirmative vote of the holders of at least a majority of the stock issued and outstanding, at a meeting of shareholders duly called for that purpose, to sell, assign, transfer or otherwise dispose of the property of the corporation as an entity.

In order to promote the interests of the corporation and to encourage the utilization of the corporation’s lands and other property, to sell, assign, transfer, lease and in any lawful manner dispose of such portions of said property as the Board of Directors shall deem advisable, and to use and apply the funds received in payment therefor to the surplus account for the benefit of the corporation, or to the payment of dividends, or otherwise; provided that a majority of the whole Board of Directors concurs therein, and further provided that the capital stock shall not be decreased except in accordance with the laws of Nevada.

ARTICLE X—INTERNAL AFFAIRS

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          Except as otherwise specifically provided in these Articles of Incorporation, the internal affairs of the corporation shall be governed as provided in such bylaws as may be established and amended from time to time by the corporation’s board of directors.

ARTICLE XI—AMENDMENT

          These articles of incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment. The corporation reserves the right to amend, alter or repeal any provisions contained in these articles of incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on shareholders or Directors herein are granted subject to this reservation.

ARTICLE XII—SHAREHOLDER RIGHTS

          The holders of the shares of capital stock of this corporation shall have preemptive rights to acquire the unissued shares of capital stock of this corporation to the extent provided in Section 78.265 of the General Corporation Law of the State of Nevada, as the same exists on the effective date of the filing of these Articles of Incorporation.

          Subject to the provisions of the foregoing paragraph, the authorized and treasury stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall determine. Cumulative voting of shares in the election of Directors shall not be permitted.

ARTICLE XIII—CONTRACTS WITH DIRECTORS

          No contract or other transaction between this corporation and one or more of its Directors or officers, or between this corporation and any other corporation, firm or association in which one or more of its Directors or officers are Directors or officers or are financially interested, shall be either void or voidable solely because of such relationship or interest or solely because any such Director or officer is present at the meeting of the Board of Directors, or a committee thereof, that authorizes or approves the contract or transaction, or because the vote or votes of common or interested Directors are counted for such purpose, if: (a) The fact of the common directorship or financial interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction, and is noted in the minutes of the meeting or in the form of written consent of the Board or committee at which the Board or committee authorizes, approves or ratifies the contract or transaction, by vote or consent sufficient for the purpose without counting the vote or consent of such interested Director or Directors; or (b) The fact of the common directorship or financial interest is disclosed or known to the shareholders, and they authorize, approve or ratify such contract or transaction in good faith by a majority vote or by written consent of shareholders holding a majority of the shares entitled to vote (the vote or votes of the common or interested Directors or officers shall be counted in any such vote of shareholders); or (c) The contract

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or transaction is fair and reasonable to the corporation at the time it is authorized or approved. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof that authorizes, approves or ratifies such contract or transaction.

ARTICLE XIV—ACQUISITION AND DISPOSITION OF SHARES

          This corporation shall have the right to acquire its own shares to the extent of unreserved and unrestricted capital surplus available therefor.

ARTICLE XV—INDEMNIFICATION OF DIRECTORS AND OFFICERS

          To the fullest extent permitted by applicable law, this corporation may indemnify any Director, officer, employee or agent or former Director, officer, employee or agent of the corporation, or any person who may have served at its request as a Director, officer, employee or agent of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of any action, suit or proceeding, civil or criminal, to which he is made a party by reason of being or having been such Director, officer, employee or agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation; and to make any other indemnification that shall be authorized by any bylaw or resolution adopted by the Board of Directors.

ARTICLE XVI—LIMITATION ON DIRECTOR LIABILITY

          The personal liability of a Director to this corporation or its shareholders for monetary damages for breach of fiduciary duty is limited to the fullest extent permitted by the applicable provisions of the General Corporation Law of the State of Nevada, as the same may be amended and supplemented from time to time.

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          DATED this 10^th day of August, 1990.

/s/ R. Glen Woods  

R. Glen Woods 

STATE OF NEVADA	)
	:	ss.
COUNTY OF CLARK	)

     On this 10th day of August, 1990, personally appeared before me R. Glen Woods who, being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator and that the statements therein contained are true and correct in all material respects.

My Commission Expires:	/s/ Susan K. Forte
	Notary Public
Oct. 20, 1993	Residing at: Las Vegas, NV

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EX-3.12

Exhibit 3.12

BYLAWS

OF

AMERICAN AZIDE CORPORATION

ARTICLE I

Offices

          1.01 Business Offices. The principal office of the corporation shall be located at 4045 South Spencer, Suite B-34, Las Vegas, Nevada 89119. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from time to time.

          1.02 Registered Office. The registered office of the corporation required by the General Corporation Law of the State of Nevada to be maintained in Nevada shall initially be located at the principal office of the corporation set forth above. The address or location of the registered office may be changed from time to time by the board of directors.

ARTICLE II

Shareholders

          2.01 Annual Meeting. An annual meeting of the shareholders shall be held on the first Tuesday of the month of March of each year, or on such other date as may be determined by the board of directors, beginning with the year 1991, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be. Failure to hold an annual meeting as required by these Bylaws shall not invalidate any action taken by the board of directors or officers of the corporation.

          2.02 Special Meetings. Subject to the provisions of the articles of incorporation of the corporation, and notwithstanding the fact that some lesser percentage may be specified by law, special meetings of the shareholders of the corporation shall not be called except (i) pursuant to a resolution adopted by the board of directors; or (ii) by the chairman of the board, the vice chairman or the president acting on the written application of shareholders owning eighty percent (80%) or more of each class of stock of the corporation entitled to vote on matters submitted to the

shareholders of the corporation. Subject to the foregoing, special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called.

          2.03 Place of Meeting. Each meeting of the shareholders shall be held at such place, either within or outside Nevada, as may be designated in the notice of meeting, or if no place is designated in the notice, at the principal office of the corporation in Las Vegas, Nevada.

          2.04 Notice of Meeting. Except as otherwise prescribed by statute, written notice of each meeting of the shareholders stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by first class, certified or registered mail, by or at the direction of the president, or the secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to each shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid, but if three successive notices mailed to the last known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for such shareholder is made known to the corporation. If requested by a person or persons, other than the corporation, lawfully calling a meeting, the secretary shall give notice of such meeting at the expense of the corporation.

          2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for any stated period not exceeding sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of the shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days nor less than ten days before the date set for the meeting at which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of the shareholders, or shareholders entitled to receive payment of a dividend, the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of the shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of the closing has expired.

          2.06 Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of the shareholders, a

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complete record of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. For a period of ten days before such meeting, this record shall be kept on file at the principal office of the corporation, whether within or outside Nevada, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to the identity of the shareholders entitled to examine such record or transfer books or to vote at any meeting of the shareholders.

          2.07 Proxies. At each meeting of the shareholders, a shareholder may vote by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. If a proxy designates two or more persons to act as proxies, a majority of such proxies present at the meeting, or, if only one is present, then that one, shall have and may exercise all of the powers conferred by such written instrument upon all of the proxies so designated, unless the written proxy otherwise specifies. No proxy shall be valid after six months from the date of its execution, unless otherwise provided in the proxy, but in no case shall a proxy remain in force for longer than seven years from the date of execution. Any written consent or proxy may be revoked by the shareholder, a transferee or the shareholder’s personal representative prior to the time that written consents of the number of shares required to authorize any proposed action have been filed with the secretary of the corporation, but may not do so thereafter. Subject to the foregoing, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.

          2.08 Quorum. Except as otherwise required by the laws of Nevada or by the articles of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at each meeting of the shareholders, and the affirmative vote of a majority of the shares represented at a meeting at which a quorum is present and entitled to vote on the subject matter shall be the act of the shareholders, except for the election of directors, which shall be by plurality. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed thirty days at any one adjournment without further notice other than an announcement at the meeting. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.

          2.09 Voting of Shares. Each outstanding share of record, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter submitted to a vote of the shareholders either at a meeting thereof or pursuant to Section 2.11 of these Bylaws, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the General Corporation Law of the State of Nevada. In the election of directors each record holder of stock entitled to vote at such

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election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, and for whose election he has the right to vote. Cumulative voting shall not be permitted.

          2.10 Voting of Shares by Certain Holders. Neither treasury shares nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

          Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.

          Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

          Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

          A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

          2.11 Action without a Meeting. Any action, except election of directors, required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without notice if authorized by a consent in writing, setting forth the action so taken, signed by shareholders holding at least a majority of the voting power of the corporation with respect to the subject matter thereof; provided, however, that if any greater proportion of the voting power would be required for such action at a meeting, then such greater proportion of written consents shall be required. Such consent (which may be signed in counterparts) shall have the same force and effect as a vote of the shareholders at a meeting of the shareholders duly called for such purpose, according to notice, and may be stated as such in any articles or document filed with the office of the Secretary of State of Nevada, pursuant to the General Corporation Law of the State of Nevada, or with any other governmental agency.

ARTICLE III

Board of Directors

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          3.01 General Powers. The business and affairs of the corporation shall be managed by its board of directors, except as otherwise provided in the General Corporation Law of the State of Nevada, the articles of incorporation or these Bylaws.

          3.02 Number and Qualifications of Directors. The number of Directors constituting the initial Board of Directors of this corporation is two (2); provided, however, that the Board of Directors may, at any meetings duly called according to notice, and by appropriate resolutions, increase the number of such Directors to as many as nine (9), and may decrease the number of such Directors to as few as three (3). Directors shall be chosen for a term of office of one year, or until their successors have been duly elected and qualified. Directors must be at least twenty-one years old but need not be residents of Nevada or shareholders of the corporation.

          3.03 Nomination of Directors. Subject to the provisions of the articles of incorporation of the Corporation, nominations for the election of directors may be made by the board of directors or by any shareholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, and shall be deemed given if given personally or mailed by first-class United States mail, postage prepaid, to the Secretary of the corporation not less than ten (10) days, nor more than sixty (60) days, prior to any meeting of the shareholders called for the election of directors; provided, however, that if less than twenty-one (21) days’ notice of the meeting is given to shareholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to shareholders. Notice of nominations that are proposed by the board of directors shall be given by the chairman or President on behalf of the board.

          Each such notice shall set forth (i) the name, age and business address of each nominee proposed in such notice; (ii) the principal occupation or employment of each such nominee; and (iii) the number of shares of stock of the corporation, if any, that are beneficially owned by each such nominee or any “affiliate” or “associate” of such nominee, as those terms are defined in the Rules and Regulations issued under the Securities Exchange Act of 1934 in effect on August 1, 1990.

          The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if the chairman makes such a determination and declares it to the meeting, the defective nomination shall be disregarded.

          3.04 Resignation of Directors. Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. The resignation of a director shall take effect at the time specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          3.05 Removal of Directors. As provided in the Articles of Incorporation of the corporation, any director or the entire board of directors may be removed from office at any time, but only for cause, and only by vote of the holders of not less than eighty percent (80%) of the shares

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of the corporation’s stock, cast at a meeting of the shareholders of the corporation called for that purpose.

          3.06 Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office and thereafter until his successor shall have been duly elected and qualified. A vacancy shall be deemed to exist in the event of the death, resignation or removal of any director, or if there are newly created directorships in any class resulting from any increase in the number of directors.

          3.07 Regular Meetings. A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of the shareholders, or as soon as practicable thereafter, at the time and place, either within or outside Nevada, determined by the board, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Nevada, for the holding of additional regular meetings.

          3.08 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place, either within or outside Nevada, for holding any special meeting of the board called by them.

          3.09 Notice. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two days prior thereto by personal delivery of written notice or by telephonic or telegraphic notice, except that in the case of a meeting to be held pursuant to Section 3.14 of this Article telephonic notice may be given one day prior thereto. The method of notice need not be the same to each director. Notice shall be deemed to be given, if mailed, when deposited in the United States Mail, with postage thereon prepaid, addressed to the director at his business or residence address; if personally delivered, when delivered to the director; if telegraphed, when the telegram is delivered to the telegraph company; if telephoned, when communicated to the director. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by statute or by the articles of incorporation.

          3.10 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the

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secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

          3.11 Quorum and Voting. A majority of the number of directors fixed by Section 3.02, present in person, shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy at any meeting of directors.

          3.12 Compensation. By resolution of the board of directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings; a fixed sum for attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the corporation in any capacity and receiving compensation therefor.

          3.13 Executive and Other Committees. By one or more resolutions, the board of directors may designate from among its members an executive committee and one or more other committees, each of which to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors, except as prohibited by statute. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Rules governing procedures for the meeting of any committee of the board shall be as established by the committee, or in the absence thereof, by the board of directors.

          3.14 Meetings by Telephone. Unless otherwise provided by the articles of incorporation, members of the board of directors or any committee thereof may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

          3.15 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote with respect to the subject matter thereof. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors or committee members, and may be stated as such in any articles or documents filed with the office of the Secretary of State of Nevada pursuant to the General Corporation Law of the State of Nevada, or with any other governmental agency.

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ARTICLE IV

Officers and Agents

          4.01 Number and Qualifications. The officers of the corporation shall be a president, one or more vice presidents, a secretary and a treasurer. The board of directors may also elect or appoint such other officers, assistant officers and agents, including a chairman of the board, additional vice presidents, a controller, assistant secretaries, and a treasurer or assistant treasurer, as they may consider necessary. Any person may hold more than one office. All officers must be at least twenty-one years old.

          4.02 Election and Term of Office. The officers of the corporation shall be elected by the board of directors annually at the first meeting of the board held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be conveniently possible. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his earlier death, resignation or removal.

          4.03 Salaries. The salaries of the officers shall be as fixed from time to time by the board of directors. No officer shall be prevented from receiving a salary by reason of the fact that he is also a director of the corporation.

          4.04 Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

          4.05 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president or to the board of directors. An officer’s resignation shall take effect at the time specified therein; the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term.

          4.06 Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law:

          (a) President. The president shall, subject to the direction and supervision of the board of directors, (i) be the chief executive officer of the corporation and have general and active control of its affairs and business and general supervision of its officers, agents and employees; (ii) unless there is a chairman of the board, preside at all meetings of the shareholders and the board of directors; (iii) see that all orders and resolutions of the board of directors are carried into effect; and

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(iv) perform all other duties incident to the office of president and as from time to time may be assigned to him by the board of directors. The president may sign, with any other officers thereunto authorized, certificates of stock of the corporation, and may sign and execute, in the name of the corporation, deeds, mortgages, bonds, debentures, notes and other instruments authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent. The President shall do and perform such other duties as may from time to time be prescribed by the board of directors or any Committee of the board of directors or the chairman of the board.

          (b) Vice Presidents. Any vice presidents shall, in the order of seniority determined by the board of directors, perform all duties incumbent upon the President during the absence or disability of the President and in general perform all duties incident to the office of vice president and as from time to time may be assigned by the board of directors. Any vice president may also sign, with any other officer thereunto authorized, certificates of stock of the corporation, and shall have such other powers and shall perform such other duties as from time to time may be prescribed by the board of directors, any committee of the board of directors, the chairman of the board or the president.

          (c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the shareholders, the board of directors and any committees of the board of directors; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be the custodian of the corporate records and of the seal of the corporation; (iv) keep at the corporation’s registered office or principal place of business within or outside Nevada a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the corporation’s transfer agent or registrar; (v) have general charge of the stock books of the corporation, unless the corporation has a transfer agent; (vi) sign certificates representing stock of the corporation the issuance of which shall have been duly authorized; and (vii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

          (d) Treasurer. The treasurer shall (i) keep correct and complete records of account, showing accurately at all times the financial condition of the corporation; (ii) be the legal custodian of all monies, notes, securities and other valuables that may from time to time come into the possession of the corporation; (iii) immediately deposit all funds of the corporation coming into his hands in some reliable bank or other depository to be designated by the board of directors; and (iv) in general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the board of directors.

          4.07 Surety Bonds. The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his duties and for the

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restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE V

Stock

          5.01 Issuance of Shares. The issuance or sale by the corporation of any shares of its authorized capital stock of any class, including treasury shares, shall be made only upon authorization by the board of directors, except as otherwise may be provided by statute.

          5.02 Certificates. The shares of stock of the corporation shall be represented by consecutively numbered certificates signed in the name of the corporation by its president or a vice-president and the secretary or an assistant secretary, and shall be sealed with the seal of the corporation or with a facsimile thereof. The signatures of the corporation’s officers on any certificate may also be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer at the date of its issue. Certificates of stock shall be in such form consistent with law as shall be prescribed by the board of directors. No certificate shall be issued until the shares represented thereby are fully paid.

          5.03 Consideration of Shares. Shares shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the board of directors. Treasury shares shall be disposed of for such consideration expressed in dollars as may be fixed from time to time by the board. Such consideration may consist, in whole or in part, of money, other property, tangible or intangible, or labor or services actually performed for the corporation, but neither promissory notes nor future services shall constitute payment or part payment for shares.

          5.04 Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The board of directors may, in its discretion, require a bond in such form and amount and with such surety as it may determine, before issuing a new certificate.

          5.05 Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his, her or its legal representative, who shall furnish proper evidence of authority to transfer, or by his, her or its attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes. All certificates surrendered to the corporation for transfer shall be

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marked “Cancelled” with the date of cancellation and no new certificate issued in connection therewith unless all of the following are satisfied:

          (a) Endorsement. The surrendered certificate is properly endorsed by the registered holder or his, her or its duly authorized attorney;

          (b) Witnessing. The endorsement or endorsements required as aforesaid shall be guaranteed or notarized unless the secretary waives this requirement in writing;

          (c) Adverse Claims. The corporation has no notice of any adverse claims or has discharged any duty to inquire into any such claims; and

          (d) Collection of Taxes. Any applicable law relating to the collection of taxes imposed on or in connection with shares has been satisfied.

          5.06 Holders of Record. The corporation shall be entitled to treat the holder of record of any share of stock as the holder-in-fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.

          5.07 Transfer Agents, Registrars and Paying Agents. The board of directors may, in its discretion, appoint one or more transfer agents, registrars or agents for making payment upon any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

          5.08 Assessment of Shares. Fully paid stock of the corporation shall not be subject to any further call or assessment.

ARTICLE VI

Indemnification

          6.01 Definitions. For purposes of this Article VI, the following terms shall have the meanings set forth below:

          (a) Action. Any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative;

          (b) Derivative Action. Any Action by or in the right of the corporation to procure a judgment in its favor;

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          (c) Third Party Action. Any Action other than a Derivative Action; and

          (d) Indemnified Party. Any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including, without limitation, any employee benefit plan of the corporation for which any such person is or was serving as trustee, plan administrator or other fiduciary.

          6.02 Third Party Actions. The corporation shall indemnify any Indemnified Party against expenses (including attorneys’ fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by him in connection with any Third Party Action if, as determined pursuant to 6.05 below, he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal Action, had no reasonable cause to believe his conduct was unlawful. The termination of any Third Party Action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create either a presumption that the Indemnified Party did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or with respect to any criminal Action, a presumption that the Indemnified Party had reasonable cause to believe that his conduct was unlawful.

          6.03 Derivative Actions. The corporation shall indemnify any Indemnified Party against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of any Derivative Action if, as determined pursuant to Section 6.05 below, he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person is or has been adjudged to be liable for gross negligence or intentional misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such Action was brought determines upon application that, despite the adjudication of liability and in view of all circumstances of the case, such Indemnified Party is fairly and reasonably entitled to indemnification for such expenses as such court deems proper. If any claim that may be made by or in the right of the corporation against any person who may seek indemnification under this Article VI is joined with any claim by any other party against such person in a single Action, the claim by or in the right of the corporation (and all expenses related thereto) shall nevertheless be deemed the subject of a separate and distinct Derivative Action for purposes of this Article VI.

          6.04 Success on Merits or Otherwise. If and to the extent that any Indemnified Party has been successful on the merits or otherwise in defense of any Action referred to in Section 6.02 or 3 of this Article VI, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith without the necessity of any determination that he has met the applicable standards of conduct set forth in Sections 6.02 or 6.03.

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          6.05 Determination. Except as provided in Section 6.04, any indemnification under Sections 6.02 or 6.03 (unless ordered by a court) shall be made by the corporation only upon a determination that indemnification of the Indemnified Party is proper in the circumstances because he has met the applicable standards of conduct set forth in said Sections 6.02 or 6.03. Any indemnification under Section 6.04 of this Article VI (unless ordered by a court) shall be made by the corporation only upon a determination by the corporation of the extent to which the Indemnified Party has been or would have been successful on the merits or otherwise. Any such determination shall be made (a) by a majority vote of a quorum of the whole board of directors consisting of directors who are not or were not parties to the subject Action; or (b) upon the request of a majority of the directors who are not or were not parties to such Action, or if there be none, upon the request of a majority of a quorum of the whole board of directors, by independent legal counsel (which counsel shall not be the counsel generally employed by the corporation in connection with its corporate affairs) in a written opinion; or (c) by the shareholders of the corporation at a meeting called for such purpose.

          6.06 Payment in Advance. Expenses (including attorneys’ fees) or some part thereof incurred by an Indemnified Party in defending any Action, shall be paid by the corporation in advance of the final disposition of such Action if a determination to make such payment is made on behalf of the corporation as provided in Section 6.05; of this Article VI; provided, that no such payment may be made unless the corporation shall have first received a written undertaking by or on behalf of the Indemnified Party to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this Article VI.

          6.07 Other Indemnification. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which any Indemnified Party or other person may be entitled under the articles of incorporation, any agreement, bylaw (including without limitation any other or further Section or provision of this Article VI), vote of the shareholders or disinterested directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office.

          6.08 Period of Indemnification. Any indemnification pursuant to this Article VI shall continue as to any Indemnified Party who has ceased to be a director, officer, employee, or agent of the corporation, or at the request of the corporation, was serving as and has since ceased to be a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including, without limitation, any employee benefit plan of the corporation for which any such person served as trustee, plan administrator or other fiduciary, and shall inure to the benefit of the heirs and personal representatives of such Indemnified Party. The repeal or amendment of this Article VI or of any Section or provision thereof which would have the effect of limiting, qualifying, or restricting any of the powers or rights of indemnification provided or permitted in this Article VI shall not, solely by reason of such repeal or amendment, eliminate, restrict, or otherwise affect the right or power of the corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.

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          6.09 Insurance. By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any Indemnified Party against any liability asserted against him and incurred by him in his capacity of or arising out of his status as an Indemnified Party, whether or not the corporation would have the power to indemnify him against such liability under applicable provisions of law.

          6.10 Right to Impose Conditions to Indemnification. The corporation may impose, as conditions to any indemnification provided or permitted in this Article VI, such reasonable requirements and conditions as to the board of directors or shareholders may appear appropriate in each specific case and circumstance, including but not limited to any one or more of the following: (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any Action shall be counsel mutually agreeable to the person to be indemnified and to the corporation; (b) that the corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated, or threatened against the person to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person’s right of recovery, and that the person to be indemnified shall execute all writing and do everything necessary to assure such rights of subrogation to the corporation.

ARTICLE VII

Miscellaneous

          7.01 Waivers of Notice. Whenever notice is required by law, by the articles of incorporation, or by these Bylaws, a waiver thereof in writing signed by the director, shareholder, or other person entitled to said notice, whether before or after the time stated therein, or his appearance at such meeting in person or (in the case of a shareholders’ meeting) by proxy, shall be equivalent to such notice.

          7.02 Voting of Securities by the Corporation. Unless otherwise provided by resolution of the board of directors, on behalf of the corporation, the president or any vice-president shall attend in person or by substitute appointed by him, or shall execute written instruments appointing a proxy or proxies to represent the corporation at all meetings of the shareholders of any other corporation, association, or other entity in which the corporation holds any stock or other securities, and may execute written waivers of notice with respect to any such meetings. At all such meetings and otherwise, the president or any vice president, in person or by substitute or proxy as aforesaid, may vote the stock or other securities so held by the corporation and may execute written consents or any other instruments with respect to such stock or securities and may exercise any and all rights and powers incident to the ownership of said stock or securities, subject, however, to the instructions, if any, of the board of directors.

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          7.03 Seal. The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its organization, and the words, “Seal, Nevada.”

          7.04 Fiscal Year. The fiscal year of the corporation shall be as established by the board of directors.

          7.05 Amendments. Subject to repeal or change by action of the shareholders, the power to alter, amend, or repeal these Bylaws shall be vested in the board of directors.

Certificate of Secretary

          The undersigned certifies that the foregoing Bylaws were adopted for American Azide Corporation, a Nevada corporation, by unanimous vote of its board of directors at a meeting duly convened for such purpose held on August 20, 1990.

/s/ Fred D. Gibson, Jr.  

Secretary 

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EX-3.13 6 f28579orexv3w13.htm EXHIBIT 3.13

Exhibit 3.13

ARTICLES OF INCORPORATION

OF

AMPAC FARMS, INC.

          THE UNDERSIGNED natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the laws of the State of Nevada, adopts the following Articles of Incorporation for such corporation.

ARTICLE I—NAME

          The name of the corporation is AMPAC FARMS, INC.

ARTICLE II—INITIAL REGISTERED OFFICE AND AGENT

          The address of this corporation’s initial registered office in the State of Nevada and the name of its initial registered agent at such address is:

R. Glen Woods
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109

ARTICLE III—PURPOSES

          The corporation may engage in any activity or business permitted under the laws of the United States and the State of Nevada.

ARTICLE IV—STOCK

          The amount of the total authorized capital stock of this corporation, and the number and par value of the shares of which it is to consist are as follows:

TWENTY THOUSAND shares of common stock with a par value of ONE DOLLAR ($1.00) per share.

The common shares of the corporation may be issued from time to time in one or more series. The Board of Directors of the corporation is vested with authority to fix by resolution or

resolutions the designations and the voting rights, preferences and relative participating, optional or other rights, if any, and the qualifications, limitations, the dividend rates, conversion rights, redemption prices and terms, or liquidation or distribution preferences, if any, of any series of common stock, and to fix the number of shares constituting any series, and to increase or decrease the number of shares of any series (but not below the number of shares thereof then outstanding).

ARTICLE V—DIRECTORS

          The members of the governing board of the corporation shall be styled “Directors.” The number of Directors constituting the initial Board of Directors of this corporation is three (3); provided, however, that the Board of Directors may, at any meetings duly called according to notice, and by appropriate resolutions, increase the number of such Directors to as many as nine (9), and may decrease the number of such Directors to as few as one (1). Directors shall be chosen for a term of office of one year, or until their successors have been duly elected and qualified.

          The names and addresses of persons who are to serve initially as Directors, until the first annual meeting of shareholders of the corporation, and thereafter until their successors are elected and qualify, are:

Fred D. Gibson, Jr.
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109

C. Keith Rooker
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109

James J. Peveler
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109

ARTICLE VI—ASSESSMENT OF STOCK

          The capital stock and the holders thereof, after the amount of the subscription price therefor has been paid in to the corporation, shall not be subject to any assessment to pay the debts of the corporation, or for any other purpose.

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ARTICLE VIII—DURATION

          The corporation is to have perpetual existence.

ARTICLE IX—ACTIONS BY BOARD OF DIRECTORS

          In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized:

To make, alter amend and rescind the bylaws of the corporation, to fix the amount to be reserved as working capital, to fix the times for the declaration and payment of dividends, and to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

With the consent in writing or pursuant to the affirmative vote of the holders of at least a majority of the stock issued and outstanding, at a meeting of shareholders duly called for that purpose, to sell, assign, transfer or otherwise dispose of the property of the corporation as an entity.

In order to promote the interests of the corporation and to encourage the utilization of the corporation’s lands and other property, to sell, assign, transfer, lease and in any lawful manner dispose of such portions of said property as the Board of Directors shall deem advisable, and to use and apply the funds received in payment therefor to the surplus account for the benefit of the corporation, or to the payment of dividends, or otherwise; provided that a majority of the whole Board of Directors concurs therein, and further provided that the capital stock shall not be decreased except in accordance with the laws of Nevada.

ARTICLE X—INTERNAL AFFAIRS

          Except as otherwise specifically provided in these Articles of Incorporation, the internal affairs of the corporation shall be governed as provided in such bylaws as may be established and amended from time to time by the corporation’s board of directors.

ARTICLE XI—AMENDMENT

          These articles of incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment. The corporation reserves the right to amend, alter or repeal any provisions contained in these articles of incorporation in the

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manner now or hereafter prescribed by statute, and all rights conferred on shareholders or Directors herein are granted subject to this reservation.

ARTICLE XII—SHAREHOLDER RIGHTS

          The holders of the shares of capital stock of this corporation shall have preemptive rights to acquire the unissued shares of capital stock of this corporation to the extent provided in Section 78.265 of the Nevada Revised Statutes, as such Statutes exist on the effective date of the filing of these Articles of Incorporation.

          Subject to the provisions of the foregoing paragraph, the authorized and treasury stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall determine. Cumulative voting of shares in the election of Directors shall not be permitted.

ARTICLE XIII—CONTRACTS WITH DIRECTORS

          No contract or other transaction between this corporation and one or more of its Directors or officers, or between this corporation and any other corporation, firm or association in which one or more of its Directors or officers are Directors or officers or are financially interested, shall be either void or voidable solely because of such relationship or interest or solely because any such Director or officer is present at the meeting of the Board of Directors, or a committee thereof, that authorizes or approves the contract or transaction, or because the vote or votes of common or interested Directors are counted for such purpose, if: (a) The fact of the common directorship or financial interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction, and is noted in the minutes of the meeting or in the form of written consent of the Board or committee at which the Board or committee authorizes, approves or ratifies the contract or transaction, by vote or consent sufficient for the purpose without counting the vote or consent of such interested Director or Directors; or (b) The fact of the common directorship or financial interest is disclosed or known to the shareholders, and they authorize, approve or ratify such contract or transaction in good faith by a majority vote or by written consent of shareholders holding a majority of the shares entitled to vote (the vote or votes of the common or interested Directors or officers shall be counted in any such vote of shareholders); or (c) The contract or transaction is fair and reasonable to the corporation at the time it is authorized or approved. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof that authorizes, approves or ratifies such contract or transaction.

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ARTICLE XIV—ACQUISITION AND DISPOSITION OF SHARES

          This corporation shall have the right to acquire its own shares to the extent of unreserved and unrestricted capital surplus available therefor.

ARTICLE XV—INDEMNIFICATION OF DIRECTORS AND OFFICERS

          To the fullest extent permitted by applicable law, this corporation may indemnify any Director, officer, employee or agent or former Director, officer, employee or agent of the corporation, or any person who may have served at its request as a Director, officer, employee or agent of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of any action, suit or proceeding, civil or criminal, to which he is made a party by reason of being or having been such Director, officer, employee or agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation; and to make any other indemnification that shall be authorized by any bylaw or resolution adopted by the Board of Directors.

ARTICLE XVI—LIMITATION ON DIRECTOR LIABILITY

          The personal liability of a Director to this corporation or its shareholders for monetary damages for breach of fiduciary duty is limited to the fullest extent permitted by the applicable provisions of the laws of the State of Nevada, as the same may be amended and supplemented from time to time.

          DATED this 25th day of August, 1993.

/s/ R. Glen Woods

R. Glen Woods

STATE OF NEVADA	)
	)	ss.
COUNTY OF CLARK	)

On the 25th day of August, 1993 personally appeared before me, a notary public, R. Glen Woods, personally known (or proved) to me to be the person whose name is subscribed to the above instrument, who acknowledged that he executed the instrument.

/s/ Deanna P. Riccardi

NOTARY PUBLIC

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EX-3.14 7 f28579orexv3w14.htm EXHIBIT 3.14

Exhibit 3.14

BYLAWS

OF

AMPAC FARMS, INC.

ARTICLE I

Offices

          1.01 Business Offices. The principal office of the corporation shall be located at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from time to time.

          1.02 Registered Office. The registered office of the corporation required by the General Corporation Law of the State of Nevada to be maintained in Nevada shall initially be located at the principal office of the corporation set forth above. The address or location of the registered office may be changed from time to time by the board of directors.

ARTICLE II

Shareholders

          2.01 Annual Meeting. An annual meeting of the shareholders shall be held on the first Tuesday of the month of March of each year, or on such other date as may be determined by the board of directors, beginning with the year 1993, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be. Failure to hold an annual meeting as required by these Bylaws shall not invalidate any action taken by the board of directors or officers of the corporation.

          2.02 Special Meetings. Subject to the provisions of the articles of incorporation of the corporation, and notwithstanding the fact that some lesser percentage may be specified by law, special meetings of the shareholders of the corporation shall not be called except (i) pursuant to a resolution adopted by the board of directors; or (ii) by the chairman of the board, the vice chairman or the president acting on the written application of shareholders owning eighty percent (80%) or more of each class of stock of the corporation entitled to vote on matters submitted to the shareholders of the corporation. Subject to the foregoing, special meetings of

the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called.

          2.03 Place of Meeting. Each meeting of the shareholders shall be held at such place, either within or outside Nevada, as may be designated in the notice of meeting, or if no place is designated in the notice, at the principal office of the corporation in Las Vegas, Nevada.

          2.04 Notice of Meeting. Except as otherwise prescribed by statute, written notice of each meeting of the shareholders stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by first class, certified or registered mail, by or at the direction of the president, or the secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to each shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid, but if three successive notices mailed to the last known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for such shareholder is made known to the corporation. If requested by a person or persons, other than the corporation, lawfully calling a meeting, the secretary shall give notice of such meeting at the expense of the corporation.

          2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for any stated period not exceeding sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of the shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days nor less than ten days before the date set for the meeting at which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of the shareholders, or shareholders entitled to receive payment of a dividend, the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of the shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of the closing has expired.

          2.06 Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of the shareholders, a complete record of the shareholders entitled to vote at such meeting or any

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adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. For a period of ten days before such meeting, this record shall be kept on file at the principal office of the corporation, whether within or outside Nevada, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to the identity of the shareholders entitled to examine such record or transfer books or to vote at any meeting of the shareholders.

          2.07 Proxies. At each meeting of the shareholders, a shareholder may vote by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. If a proxy designates two or more persons to act as proxies, a majority of such proxies present at the meeting, or, if only one is present, then that one, shall have and may exercise all of the powers conferred by such written instrument upon all of the proxies so designated, unless the written proxy otherwise specifies. No proxy shall be valid after six months from the date of its execution, unless otherwise provided in the proxy, but in no case shall a proxy remain in force for longer than seven years from the date of execution. Any written consent or proxy may be revoked by the shareholder, a transferee or the shareholder’s personal representative prior to the time that written consents of the number of shares required to authorize any proposed action have been filed with the secretary of the corporation, but may not do so thereafter. Subject to the foregoing, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.

          2.08 Quorum. Except as otherwise required by the laws of Nevada or by the articles of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at each meeting of the shareholders, and the affirmative vote of a majority of the shares represented at a meeting at which a quorum is present and entitled to vote on the subject matter shall be the act of the shareholders, except for the election of directors, which shall be by plurality. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed thirty days at any one adjournment without further notice other than an announcement at the meeting. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.

          2.09 Voting of Shares. Each outstanding share of record, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter submitted to a vote of the shareholders either at a meeting thereof or pursuant to Section 2.11 of these Bylaws, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the General Corporation Law of the State of Nevada. In the election of directors each record holder of stock entitled to vote at such election shall have the right to vote the number of shares owned by him

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for as many persons as there are directors to be elected, and for whose election he has the right to vote. Cumulative voting shall not be permitted.

          2.10 Voting of Shares by Certain Holders. Neither treasury shares nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

          Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.

          Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

          Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

          A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

          2.11 Action without a Meeting. Any action, except election of directors, required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without notice if authorized by a consent in writing, setting forth the action so taken, signed by shareholders holding at least a majority of the voting power of the corporation with respect to the subject matter thereof; provided, however, that if any greater proportion of the voting power would be required for such action at a meeting, then such greater proportion of written consents shall be required. Such consent (which may be signed in counterparts) shall have the same force and effect as a vote of the shareholders at a meeting of the shareholders duly called for such purpose, according to notice, and may be stated as such in any articles or document filed with the office of the Secretary of State of Nevada, pursuant to the General Corporation Law of the State of Nevada, or with any other governmental agency.

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ARTICLE III

Board of Directors

          3.01 General Powers. The business and affairs of the corporation shall be managed by its board of directors, except as otherwise provided in the General Corporation Law of the State of Nevada, the articles of incorporation or these Bylaws.

          3.02 Number and Qualifications of Directors. The number of Directors constituting the initial Board of Directors of this corporation is two (2); provided, however, that the Board of Directors may, at any meetings duly called according to notice, and by appropriate resolutions, increase the number of such Directors to as many as nine (9), and may decrease the number of such Directors to as few as three (3). Directors shall be chosen for a term of office of one year, or until their successors have been duly elected and qualified. Directors must be at least twenty-one years old but need not be residents of Nevada or shareholders of the corporation.

          3.03 Nomination of Directors. Subject to the provisions of the articles of incorporation of the Corporation, nominations for the election of directors may be made by the board of directors or by any shareholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, and shall be deemed given if given personally or mailed by first-class United States mail, postage prepaid, to the Secretary of the corporation not less than ten (10) days, nor more than sixty (60) days, prior to any meeting of the shareholders called for the election of directors; provided, however, that if less than twenty-one (21) days’ notice of the meeting is given to shareholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to shareholders. Notice of nominations that are proposed by the board of directors shall be given by the chairman or President on behalf of the board.

          Each such notice shall set forth (i) the name, age and business address of each nominee proposed in such notice; (ii) the principal occupation or employment of each such nominee; and (iii) the number of shares of stock of the corporation, if any, that are beneficially owned by each such nominee or any “affiliate” or “associate” of such nominee, as those terms are defined in the Rules and Regulations issued under the Securities Exchange Act of 1934 in effect on August 1, 1990.

          The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if the chairman makes such a determination and declares it to the meeting, the defective nomination shall be disregarded.

          3.04 Resignation of Directors. Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. The resignation of a

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director shall take effect at the time specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          3.05 Removal of Directors. As provided in the Articles of Incorporation of the corporation, any director or the entire board of directors may be removed from office at any time, but only for cause, and only by vote of the holders of not less than eighty percent (80%) of the shares of the corporation’s stock, cast at a meeting of the shareholders of the corporation called for that purpose.

          3.06 Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office and thereafter until his successor shall have been duly elected and qualified. A vacancy shall be deemed to exist in the event of the death, resignation or removal of any director, or if there are newly created directorships in any class resulting from any increase in the number of directors.

          3.07 Regular Meetings. A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of the shareholders, or as soon as practicable thereafter, at the time and place, either within or outside Nevada, determined by the board, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Nevada, for the holding of additional regular meetings.

          3.08 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place, either within or outside Nevada, for holding any special meeting of the board called by them.

          3.09 Notice. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two days prior thereto by personal delivery of written notice or by telephonic or telegraphic notice, except that in the case of a meeting to be held pursuant to Section 3.14 of this Article telephonic notice may be given one day prior thereto. The method of notice need not be the same to each director. Notice shall be deemed to be given, if mailed, when deposited in the United States Mail, with postage thereon prepaid, addressed to the director at his business or residence address; if personally delivered, when delivered to the director; if telegraphed, when the telegram is delivered to the telegraph company; if telephoned, when communicated to the director. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by statute or by the articles of incorporation.

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          3.10 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

          3.11 Quorum and Voting. A majority of the number of directors fixed by Section 3.02, present in person, shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy at any meeting of directors.

          3.12 Compensation. By resolution of the board of directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings; a fixed sum for attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the corporation in any capacity and receiving compensation therefor.

          3.13 Executive and Other Committees. By one or more resolutions, the board of directors may designate from among its members an executive committee and one or more other committees, each of which to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors, except as prohibited by statute. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Rules governing procedures for the meeting of any committee of the board shall be as established by the committee, or in the absence thereof, by the board of directors.

          3.14 Meetings by Telephone. Unless otherwise provided by the articles of incorporation, members of the board of directors or any committee thereof may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

          3.15 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote with respect to the subject matter thereof. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors or committee members, and may be stated as such in any articles or documents filed with the

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office of the Secretary of State of Nevada pursuant to the General Corporation Law of the State of Nevada, or with any other governmental agency.

ARTICLE IV

Officers and Agents

          4.01 Number and Qualifications. The officers of the corporation shall be a president, one or more vice presidents, a secretary and a treasurer. The board of directors may also elect or appoint such other officers, assistant officers and agents, including a chairman of the board, additional vice presidents, a controller, assistant secretaries, and a treasurer or assistant treasurer, as they may consider necessary. Any person may hold more than one office. All officers must be at least twenty-one years old.

          4.02 Election and Term of Office. The officers of the corporation shall be elected by the board of directors annually at the first meeting of the board held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be conveniently possible. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his earlier death, resignation or removal.

          4.03 Salaries. The salaries of the officers shall be as fixed from time to time by the board of directors. No officer shall be prevented from receiving a salary by reason of the fact that he is also a director of the corporation.

          4.04 Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

          4.05 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president or to the board of directors. An officer’s resignation shall take effect at the time specified therein; the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term.

          4.06 Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law:

          (a) President. The president shall, subject to the direction and supervision of the board of directors, (i) be the chief executive officer of the corporation and have general and active control of its affairs and business and general supervision of its officers, agents and

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employees; (ii) unless there is a chairman of the board, preside at all meetings of the shareholders and the board of directors; (iii) see that all orders and resolutions of the board of directors are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to him by the board of directors. The president may sign, with any other officers thereunto authorized, certificates of stock of the corporation, and may sign and execute, in the name of the corporation, deeds, mortgages, bonds, debentures, notes and other instruments authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent. The President shall do and perform such other duties as may from time to time be prescribed by the board of directors or any Committee of the board of directors or the chairman of the board.

          (b) Vice Presidents. Any vice presidents shall, in the order of seniority determined by the board of directors, perform all duties incumbent upon the President during the absence or disability of the President and in general perform all duties incident to the office of vice president and as from time to time may be assigned by the board of directors. Any vice president may also sign, with any other officer thereunto authorized, certificates of stock of the corporation, and shall have such other powers and shall perform such other duties as from time to time may be prescribed by the board of directors, any committee of the board of directors, the chairman of the board or the president.

          (c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the shareholders, the board of directors and any committees of the board of directors; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be the custodian of the corporate records and of the seal of the corporation; (iv) keep at the corporation’s registered office or principal place of business within or outside Nevada a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the corporation’s transfer agent or registrar; (v) have general charge of the stock books of the corporation, unless the corporation has a transfer agent; (vi) sign certificates representing stock of the corporation the issuance of which shall have been duly authorized; and (vii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

          (d) Treasurer. The treasurer shall (i) keep correct and complete records of account, showing accurately at all times the financial condition of the corporation; (ii) be the legal custodian of all monies, notes, securities and other valuables that may from time to time come into the possession of the corporation; (iii) immediately deposit all funds of the corporation coming into his hands in some reliable bank or other depository to be designated by the board of directors; and (iv) in general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the board of directors.

          4.07 Surety Bonds. The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall

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be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE V

Stock

          5.01 Issuance of Shares. The issuance or sale by the corporation of any shares of its authorized capital stock of any class, including treasury shares, shall be made only upon authorization by the board of directors, except as otherwise may be provided by statute.

          5.02 Certificates. The shares of stock of the corporation shall be represented by consecutively numbered certificates signed in the name of the corporation by its president or a vice-president and the secretary or an assistant secretary, and shall be sealed with the seal of the corporation or with a facsimile thereof. The signatures of the corporation’s officers on any certificate may also be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer at the date of its issue. Certificates of stock shall be in such form consistent with law as shall be prescribed by the board of directors. No certificate shall be issued until the shares represented thereby are fully paid.

          5.03 Consideration of Shares. Shares shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the board of directors. Treasury shares shall be disposed of for such consideration expressed in dollars as may be fixed from time to time by the board. Such consideration may consist, in whole or in part, of money, other property, tangible or intangible, or labor or services actually performed for the corporation, but neither promissory notes nor future services shall constitute payment or part payment for shares.

          5.04 Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The board of directors may, in its discretion, require a bond in such form and amount and with such surety as it may determine, before issuing a new certificate.

          5.05 Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his, her or its legal representative, who shall furnish proper evidence of authority to transfer, or by his, her or its attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the

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corporation to be the owner thereof for all purposes. All certificates surrendered to the corporation for transfer shall be marked “Cancelled” with the date of cancellation and no new certificate issued in connection therewith unless all of the following are satisfied:

          (a) Endorsement. The surrendered certificate is properly endorsed by the registered holder or his, her or its duly authorized attorney;

          (b) Witnessing. The endorsement or endorsements required as aforesaid shall be guaranteed or notarized unless the secretary waives this requirement in writing;

          (c) Adverse Claims. The corporation has no notice of any adverse claims or has discharged any duty to inquire into any such claims; and

          (d) Collection of Taxes. Any applicable law relating to the collection of taxes imposed on or in connection with shares has been satisfied.

          5.06 Holders of Record. The corporation shall be entitled to treat the holder of record of any share of stock as the holder-in-fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.

          5.07 Transfer Agents, Registrars and Paying Agents. The board of directors may, in its discretion, appoint one or more transfer agents, registrars or agents for making payment upon any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

          5.08 Assessment of Shares. Fully paid stock of the corporation shall not be subject to any further call or assessment.

ARTICLE VI

Indemnification

          6.01 Definitions. For purposes of this Article VI, the following terms shall have the meanings set forth below:

          (a) Action. Any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative;

          (b) Derivative Action. Any Action by or in the right of the corporation to procure a judgment in its favor;

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          (c) Third Party Action. Any Action other than a Derivative Action; and

          (d) Indemnified Party. Any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including, without limitation, any employee benefit plan of the corporation for which any such person is or was serving as trustee, plan administrator or other fiduciary.

          6.02 Third Party Actions. The corporation shall indemnify any Indemnified Party against expenses (including attorneys’ fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by him in connection with any Third Party Action if, as determined pursuant to 6.05 below, he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal Action, had no reasonable cause to believe his conduct was unlawful. The termination of any Third Party Action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create either a presumption that the Indemnified Party did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or with respect to any criminal Action, a presumption that the Indemnified Party had reasonable cause to believe that his conduct was unlawful.

          6.03 Derivative Actions. The corporation shall indemnify any Indemnified Party against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of any Derivative Action if, as determined pursuant to Section 6.05 below, he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person is or has been adjudged to be liable for gross negligence or intentional misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such Action was brought determines upon application that, despite the adjudication of liability and in view of all circumstances of the case, such Indemnified Party is fairly and reasonably entitled to indemnification for such expenses as such court deems proper. If any claim that may be made by or in the right of the corporation against any person who may seek indemnification under this Article VI is joined with any claim by any other party against such person in a single Action, the claim by or in the right of the corporation (and all expenses related thereto) shall nevertheless be deemed the subject of a separate and distinct Derivative Action for purposes of this Article VI.

          6.04 Success on Merits or Otherwise. If and to the extent that any Indemnified Party has been successful on the merits or otherwise in defense of any Action referred to in Section 6.02 or 3 of this Article VI, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith without the necessity of any determination that he has met the applicable standards of conduct set forth in Sections 6.02 or 6.03.

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          6.05 Determination. Except as provided in Section 6.04, any indemnification under Sections 6.02 or 6.03 (unless ordered by a court) shall be made by the corporation only upon a determination that indemnification of the Indemnified Party is proper in the circumstances because he has met the applicable standards of conduct set forth in said Sections 6.02 or 6.03. Any indemnification under Section 6.04 of this Article VI (unless ordered by a court) shall be made by the corporation only upon a determination by the corporation of the extent to which the Indemnified Party has been or would have been successful on the merits or otherwise. Any such determination shall be made (a) by a majority vote of a quorum of the whole board of directors consisting of directors who are not or were not parties to the subject Action; or (b) upon the request of a majority of the directors who are not or were not parties to such Action, or if there be none, upon the request of a majority of a quorum of the whole board of directors, by independent legal counsel (which counsel shall not be the counsel generally employed by the corporation in connection with its corporate affairs) in a written opinion; or (c) by the shareholders of the corporation at a meeting called for such purpose.

          6.06 Payment in Advance. Expenses (including attorneys’ fees) or some part thereof incurred by an Indemnified Party in defending any Action, shall be paid by the corporation in advance of the final disposition of such Action if a determination to make such payment is made on behalf of the corporation as provided in Section 6.05; of this Article VI; provided, that no such payment may be made unless the corporation shall have first received a written undertaking by or on behalf of the Indemnified Party to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this Article VI.

          6.07 Other Indemnification. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which any Indemnified Party or other person may be entitled under the articles of incorporation, any agreement, bylaw (including without limitation any other or further Section or provision of this Article VI), vote of the shareholders or disinterested directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office.

          6.08 Period of Indemnification. Any indemnification pursuant to this Article VI shall continue as to any Indemnified Party who has ceased to be a director, officer, employee, or agent of the corporation, or at the request of the corporation, was serving as and has since ceased to be a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including, without limitation, any employee benefit plan of the corporation for which any such person served as trustee, plan administrator or other fiduciary, and shall inure to the benefit of the heirs and personal representatives of such Indemnified Party. The repeal or amendment of this Article VI or of any Section or provision thereof which would have the effect of limiting, qualifying, or restricting any of the powers or rights of indemnification provided or permitted in this Article VI shall not, solely by reason of such repeal or amendment, eliminate, restrict, or otherwise affect the right or power of the corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.

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          6.09 Insurance. By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any Indemnified Party against any liability asserted against him and incurred by him in his capacity of or arising out of his status as an Indemnified Party, whether or not the corporation would have the power to indemnify him against such liability under applicable provisions of law.

          6.10 Right to Impose Conditions to Indemnification. The corporation may impose, as conditions to any indemnification provided or permitted in this Article VI, such reasonable requirements and conditions as to the board of directors or shareholders may appear appropriate in each specific case and circumstance, including but not limited to any one or more of the following: (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any Action shall be counsel mutually agreeable to the person to be indemnified and to the corporation; (b) that the corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated, or threatened against the person to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person’s right of recovery, and that the person to be indemnified shall execute all writing and do everything necessary to assure such rights of subrogation to the corporation.

ARTICLE VII

Miscellaneous

          7.01 Waivers of Notice. Whenever notice is required by law, by the articles of incorporation, or by these Bylaws, a waiver thereof in writing signed by the director, shareholder, or other person entitled to said notice, whether before or after the time stated therein, or his appearance at such meeting in person or (in the case of a shareholders’ meeting) by proxy, shall be equivalent to such notice.

          7.02 Voting of Securities by the Corporation. Unless otherwise provided by resolution of the board of directors, on behalf of the corporation, the president or any vice-president shall attend in person or by substitute appointed by him, or shall execute written instruments appointing a proxy or proxies to represent the corporation at all meetings of the shareholders of any other corporation, association, or other entity in which the corporation holds any stock or other securities, and may execute written waivers of notice with respect to any such meetings. At all such meetings and otherwise, the president or any vice president, in person or by substitute or proxy as aforesaid, may vote the stock or other securities so held by the corporation and may execute written consents or any other instruments with respect to such stock or securities and may exercise any and all rights and powers incident to the ownership of said stock or securities, subject, however, to the instructions, if any, of the board of directors.

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          7.03 Seal. The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its organization, and the words, “Seal, Nevada.”

          7.04 Fiscal Year. The fiscal year of the corporation shall be as established by the board of directors.

          7.05 Amendments. Subject to repeal or change by action of the shareholders, the power to alter, amend, or repeal these Bylaws shall be vested in the board of directors.

CERTIFICATE OF SECRETARY

          The undersigned certifies that the foregoing Bylaws were adopted for AmPac Farms, Inc., a Nevada corporation, by unanimous vote of its board of directors at a meeting duly convened for such purpose held on August 31, 1993.

/s/ R. Glen Woods  

Secretary 

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EX-3.15 8 f28579orexv3w15.htm EXHIBIT 3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION

OF

AMPAC-ISP CORP.

     1. The name of the corporation is Ampac-ISP Corp. (the “Corporation”).

     2. The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such address is C T Corporation System.

     3. The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     4. The total number of shares of all classes of stock that the Corporation is authorized to issue is Ten Thousand (10,000) shares of Common Stock with a par value of one ten thousandth of One Dollar ($0.0001) per share.

     5. The Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

     6. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

     7. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     8. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     9. To the fullest extent permitted by Delaware statutory or decisional law, as amended or interpreted, no director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware General Corporation Law Section 102(b)(7). This Article 9 does not affect the availability of equitable remedies for breach of fiduciary duties.

     10. The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Katherine R. Perkins	c/o Morrison & Foerster
	425 Market Street
	San Francisco, CA 94105

     I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and, accordingly, have hereunto set my hands this 4th day of August, 2004.

/s/ Katherine R. Perkins  

Katherine R. Perkins, Sole Incorporator 

EX-3.16 9 f28579orexv3w16.htm EXHIBIT 3.16

Exhibit 3.16

BYLAWS

OF

AMPAC-ISP CORP.

ARTICLE 1

OFFICES

Section 1.1 Registered Office.

     The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 1.2 Other Offices.

     The corporation shall also have and maintain an office or principal place of business at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, NV 89109, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE 2

STOCKHOLDERS’ MEETINGS

Section 2.1 Place of Meetings.

     (a) Meetings of stockholders may be held at such place, either within or without this State, as may be designated by or in the manner provided in these bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (b) of this Section 2.1.

     (b) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

          (1) Participate in a meeting of stockholders; and

          (2) Be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the corporation shall implement reasonable measures to verify

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that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

     (c) For purposes of this Section 2.1, “remote communication” shall include (1) telephone or other voice communications and (2) electronic mail or other form of written or visual electronic communications satisfying the requirements of Section 2.11(b).

Section 2.2 Annual Meetings.

     The annual meetings of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors, or, if not so designated, then at 10 a.m. on the second Tuesday in March in each year if not a legal holiday, and, if a legal holiday, at the same hour and place on the next succeeding day not a holiday.

Section 2.3 Special Meetings.

     Special Meetings of the stockholders of the corporation may be called, for any purpose or purposes, by the Chairman of the Board or the President or the Board of Directors at any time. Upon written request of any stockholder or stockholders holding in the aggregate one-fifth of the voting power of all stockholders delivered in person or sent by registered mail to the Chairman of the Board, President or Secretary of the Corporation, the Secretary shall call a special meeting of stockholders to be held as provided in Section 2.1 at such time as the Secretary may fix, such meeting to be held not less than 10 nor more than 60 days after the receipt of such request, and if the Secretary shall neglect or refuse to call such meeting within seven days after the receipt of such request, the stockholder making such request may do so.

Section 2.4 Notice of Meetings.

     (a) Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders, specifying the place, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote thereat, directed to his address as it appears upon the books of the corporation; except that where the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than 20 nor more than 60 days prior to such meeting.

     (b) If at any meeting action is proposed to be taken which, if taken, would entitle shareholders fulfilling the requirements of section 262(d) of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a

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statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.

     (c) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     (d) Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any stockholder by his attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

     (e) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of Delaware General Corporation Law, the certificate of incorporation, or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this subparagraph (e) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 2.5 Quorum and Voting.

     (a) At all meetings of stockholders except where otherwise provided by law, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a

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quorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

     (b) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the corporation.

     (c) Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter, and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

Section 2.6 Voting Rights.

     (a) Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.

     (b) Every person entitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the corporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.

     (c) Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:

          (1) A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her

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signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

          (2) A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telephone, telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telephone, telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telephone, telegram, cablegram or other electronic transmission was authorized by the stockholder. Such authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization.

If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

     (d) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.7 Voting Procedures and Inspectors of Elections.

     (a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

     (b) The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

     (c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the

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inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

     (d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Sections 211(e) or 212(c)(2) of the Delaware General Corporation Law, or any information provided pursuant to Section 211(a)(2)(B)(i) or (iii) thereof, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(v) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 2.8 List of Stockholders.

     The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. The corporation need not include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 2.9 Stockholder Proposals at Annual Meetings.

     At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely

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notice thereof in writing to the Secretary of the corporation. To be timely a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 45 days nor more than 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of stockholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business.

     Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in Section 2.1 and this Section 2.9, provided, however, that nothing in this Section 2.9 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedure.

     The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of Section 2.1 and this Section 2.9, and if he should so determine he shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.

     Nothing in this Section 2.9 shall affect the right of a stockholder to request inclusion of a proposal in the corporation’s proxy statement to the extent that such right is provided by an applicable rule of the Securities and Exchange Commission.

Section 2.10 Nominations of Persons for Election to the Board of Directors.

     In addition to any other applicable requirements, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed by the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 45 days nor more than 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of shareholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to

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nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, and (ii) the class and number of shares of the corporation which are beneficially owned by the stockholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of preferred stock.

     The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 2.11 Action Without Meeting.

     (a) Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, a written consent must be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation in accordance with this Section. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     (b) A telegram, cablegram or other electronic transmission consent to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or

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proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors of the corporation.

     (c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE 3

DIRECTORS

Section 3.1 Number and Term of Office.

     The number of directors which shall constitute the whole of the Board of Directors shall be two (2). With the exception of the first Board of Directors, which shall be elected by the incorporators, and except as provided in Section 3.3 of this Article III, the directors shall be elected by a plurality vote of the shares represented in person or by proxy at the stockholders annual meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

     With the exception of the first Board of Directors, which shall be elected by the incorporators, and except as provided in Section 3.3 of this Article III, the directors shall be elected by a plurality vote of the shares represented in person or by proxy, at the stockholders annual meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

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Section 3.2 Powers.

     The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors.

Section 3.3 Vacancies.

     Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant and until his successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this section in the case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in Section 3.4 below) to elect the number of directors then constituting the whole Board.

Section 3.4 Resignations and Removals.

     (a) Any director may resign at any time by delivering his resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

     (b) At a special meeting of stockholders called for the purpose in the manner hereinabove provided, the Board of Directors or any individual director may be removed from office, with or without cause, and a new director or directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of directors.

          (1) Unless the certificate of incorporation otherwise provides, if the Board of Directors is classified, shareholders may effect removal only for cause.

          (2) If the corporation has cumulative voting for directors, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if voted cumulatively at an election of the entire board.]

Section 3.5 Meetings.

     (a) The annual meeting of the Board of Directors shall be held immediately after the annual stockholders’ meeting and at the place where such meeting is held or at the place announced by the Chairman at such meeting. No notice of an annual meeting of the Board of

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Directors shall be necessary, and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

     (b) Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof. Regular meetings of the Board of Directors may also be held at any place, within or without the State of Delaware, which has been designated by resolutions of the Board of Directors or the written consent of all directors.

     (c) Special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board or, if there is no Chairman of the Board, by the President, or by any of the directors.

     (d) Written notice of the time and place of all regular and special meetings of the Board of Directors shall be delivered personally to each director or sent by telegram or facsimile transmission or other form of electronic transmission at least 48 hours before the start of the meeting, or sent by first class mail at least 120 hours before the start of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.

Section 3.6 Quorum and Voting.

     (a) A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in accordance with Section 3.1 of Article III of these Bylaws, but not less than one; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

     (b) At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation, or these Bylaws.

     (c) Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

     (d) The transactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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Section 3.7 Action Without Meeting.

     Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.8 Fees and Compensation.

     Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.

Section 3.9 Committees.

     (a) Executive Committee: The Board of Directors may appoint an Executive Committee of not less than one member, each of whom shall be a director. The Executive Committee, to the extent permitted by law, shall have and may exercise when the Board of Directors is not in session all powers of the Board in the management of the business and affairs of the corporation, except such committee shall not have the power or authority to amend these Bylaws or to approve or recommend to the stockholders any action which must be submitted to stockholders for approval under the General Corporation Law.

     (a) Other Committees: The Board of Directors may, by resolution passed by a majority of the whole Board, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

     (b) Term: The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which shall have appointed such committee. The Board, subject to the provisions of subsections (a) or (b) of this Section 3.9, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee; provided that no committee shall consist of less than one member. The membership of a committee member shall terminate on the date of his death or voluntary resignation, but the Board may at any time for any reason remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member

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of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

     (c) Meetings: Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 3.9 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter; special meetings of any such committee may be held at the principal office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof; or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any director who is a member of such committee upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time after the meeting and will be waived by any director by attendance thereat. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

ARTICLE 4

OFFICERS

Section 4.1 Officers Designated.

     The officers of the corporation shall be a President, a Secretary and a Treasurer. The Board of Directors or the President may also appoint a Chairman of the Board, one or more Vice-Presidents, assistant secretaries, assistant treasurers, and such other officers and agents with such powers and duties as it or he shall deem necessary. The order of the seniority of the Vice- Presidents shall be in the order of their nomination unless otherwise determined by the Board of Directors. The Board of Directors may assign such additional titles to one or more of the officers as they shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 4.2 Tenure and Duties of Officers.

     (a) General: All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the corporation.

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     (b) Duties of the Chairman of the Board of Directors: The Chairman of the Board of Directors (if there be such an officer appointed) when present shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

     (c) Duties of President: The President shall be the chief executive officer of the corporation in the absence of the Chairman of the Board and shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The President shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

     (d) Duties of Vice-Presidents: The Vice-Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The Vice-President shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

     (e) Duties of Secretary: The Secretary shall attend all meetings of the stockholders and of the Board of Directors and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the corporation, which may be maintained in either paper or electronic form. The Secretary shall give notice, in conformity with these Bylaws, of all meetings of the stockholders and of all meetings of the Board of Directors and any Committee thereof requiring notice. The Secretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any assistant secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each assistant secretary shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

     (f) Duties of Treasurer: The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner, and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any assistant treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each assistant treasurer shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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ARTICLE 5

EXECUTION OF CORPORATE INSTRUMENTS, AND
VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 5.1 Execution of Corporate Instruments.

     (a) The Board of Directors may in its discretion determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation.

     (b) Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board (if there be such an officer appointed) or by the President; such documents may also be executed by any Vice-President and by the Secretary or Treasurer or any assistant secretary or assistant treasurer. All other instruments and documents requiring the corporate signature but not requiring the corporate seal may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

     (c) All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

     (d) Execution of any corporate instrument may be effected in such form, either manual, facsimile or electronic signature, as may be authorized by the Board of Directors.

Section 5.2 Voting of Securities Owned by Corporation.

     All stock and other securities of other corporations owned or held by the corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman of the Board (if there be such an officer appointed), or by the President, or by any Vice-President.

ARTICLE 6

SHARES OF STOCK

Section 6.1 Form and Execution of Certificates.

     The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Certificates

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for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice-President and by the Treasurer or assistant treasurer or the Secretary or assistant secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 6.2 Lost Certificates.

     The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to indemnify the corporation in such manner as it shall require and/or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 6.3 Transfers.

     Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

Section 6.4 Fixing Record Dates.

     (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more

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than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of record entitled notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent or electronic transmission setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided that any such electronic transmission shall satisfy the requirements of Section 2.11(b) and, unless the Board of Directors otherwise provides by resolution, no such consent by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     (c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 6.5 Registered Stockholders.

     The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE 7

OTHER SECURITIES OF THE CORPORATION

     All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board (if there be such an officer appointed), or the President or any Vice-President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an assistant secretary, or the Treasurer or an assistant treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an assistant treasurer of the corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon has ceased to be an officer of the corporation before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE 8

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 8.1 Right to Indemnification.

     Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer,

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employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 8.3 of this Article, the corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be a contract right.

Section 8.2 Authority to Advance Expenses.

     Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such Expenses shall be advanced only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article or otherwise. Expenses incurred by other Agents of the corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse the corporation for Expense advances shall be unsecured and no interest shall be charged thereon.

Section 8.3 Right of Claimant to Bring Suit.

     If a claim under Section 8.1 or 8.2 of this Article is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the

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applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 8.4 Provisions Nonexclusive.

     The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate, agreement, or vote of the stockholders or disinterested directors is inconsistent with these bylaws, the provision, agreement, or vote shall take precedence.

Section 8.5 Authority to Insure.

     The corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article.

Section 8.6 Survival of Rights.

     The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 8.7 Settlement of Claims.

     The corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 8.8 Effect of Amendment.

     Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.

Section 8.9 Subrogation.

     In the event of payment under this Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.

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Section 8.10 No Duplication of Payments.

     The corporation shall not be liable under this Article to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

ARTICLE 9

NOTICES

     Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, the same shall be given either (1) in writing, timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent, or (2) by a means of electronic transmission that satisfies the requirements of Section 2.4(e) of these Bylaws, and has been consented to by the stockholder to whom the notice is given. Any notice required to be given to any director may be given by either of the methods hereinabove stated, except that such notice other than one which is delivered personally, shall be sent to such address or (in the case of electronic communication) such e-mail address, facsimile telephone number or other form of electronic address as such director shall have filed in writing or by electronic communication with the Secretary of the corporation, or, in the absence of such filing, to the last known post office address of such director. If no address of a stockholder or director be known, such notice may be sent to the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by means of electronic transmission shall be deemed to have been given as at the sending time recorded by the electronic transmission equipment operator transmitting the same. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such a stockholder or such director to receive such notice. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a

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license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE 10

AMENDMENTS

     These Bylaws may be repealed, altered or amended or new Bylaws adopted by written consent of stockholders in the manner authorized by Section 2.11 of Article II, or at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting, unless a larger vote is required by these Bylaws or the Certificate of Incorporation. The Board of Directors shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimous written consent or at any annual, regular, or special meeting by the affirmative vote of a majority of the whole number of directors, subject to the power of the stockholders to change or repeal such Bylaws and provided that the Board of Directors shall not make or alter any Bylaws fixing the qualifications, classifications, or term of office of directors.

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CERTIFICATE OF SECRETARY

     The undersigned, Secretary of AMPAC-ISP Corp., a Delaware corporation, hereby certifies that the foregoing is a full, true and correct copy of the Bylaws of said corporation, with all amendments to date of this Certificate.

     WITNESS the signature of the undersigned this 4th day of August, 2004.

/s/ Seth L. Van Voorhees

Seth L. Van Voorhees, Secretary

EX-3.17 10 f28579orexv3w17.htm EXHIBIT 3.17

Exhibit 3.17

ARTICLES OF ORGANIZATION

OF

ENERGETIC ADDITIVES COMPANY, LLC

(a Nevada limited liability company)

     Pursuant to the provisions of Chapter 86 of the Nevada Revised Statutes (the “Act”), the undersigned hereby adopts the following Articles of Organization of Energetic Additives Company, LLC (the “Company”).

ARTICLE 1

NAME

     The name of the Company is Energetic Additives Company, LLC.

ARTICLE 2

AGENT FOR SERVICE OF PROCESS

     The address of the office where the records of the Company required to be maintained pursuant to the Act shall be Santoro, Driggs, Walch, Kearney, Johnson & Thompson, 400 South Fourth Street, Third Floor, Las Vegas, Nevada 89101. The name and address of the resident agent in the State of Nevada shall be Santoro, Driggs, Walch, Kearney, Johnson & Thompson, 400 South Fourth Street, Third Floor, Las Vegas, Nevada 89101.

ARTICLE 3

MANAGEMENT

     3.1 Manager Management. The management o the Company shall be vested in a manager or managers appointed by the members in the manner prescribed in the Operating Agreement of the Company. The number of managers may be increased or decreased in accordance with the terms of the Operating Agreement.

     3.2 Initial Managers. The initial number of managers of the Company shall be one (1). The name and business address of the party who shall serve as the initial manager is:

American Pacific Corporation	3770 Howard Hughes Parkway
	Suite 300
	Las Vegas, Nevada 89109

ARTICLE 4

INDEMNIFICATION OF LIABILITY

     4.1 Indemnification of Managers and Members. The Company shall hold harmless and indemnify any manager or member against any and all of the following expenses: (a) attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by a manager or a member in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the fight of the Company) to which any manager or member is, was, or at any time becomes a party or is threatened to be made a party by reason of the fact that the manager or member is, was, or at any time becomes a manager, member, employee, or agent of the Company or is or was serving or at any time serves at the request of the Company as a director, officer, partner, employee, manager, member, or agent of another corporation, partnership, limited-liability company, joint venture, trust, or other enterprise; and (b) any other expenses for which indemnification of a manager or member is permitted under the Act.

     4.2 Limitations on Indemnification. No indemnity pursuant to Section 4.1 hereof shall be paid by the Company: (a) except to the extent the aggregate of losses to be indemnified hereunder exceeds the amount of losses for which the manager or member is indemnified pursuant to any policy of insurance purchased and maintained by the Company; (b) in respect to remuneration paid to a manager or member if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of an action or omission of the manager or member that is finally adjudged to constitute willful misconduct or to have been knowingly fraudulent or deliberately dishonest; or (d) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

     4.3 Continuation of Indemnification. All obligations of the Company hereunder shall continue during the period a manager or member is a manager, member, employee, or agent of the Company (or is or was serving at the request of the Company as a director, officer, partner, employee, manager, member, or agent of another corporation, partnership, limited-liability company, joint venture, trust, or other enterprise) and shall continue thereafter so long as the manager or member shall be subject to any possible claim or threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, or investigative, by reason of the fact that the manager was a manager or the member was a member of the Company or serving in any other capacity referred to herein.

     4.4 Notification. A manager or member shall promptly notify the Company of any matter that is or may be the subject of an indemnification claim hereunder. Promptly after receipt by the manager or member of notice of the commencement of any action, suit, or proceeding, the manager or member will notify the Company thereof.

     4.5 Authorization. Any indemnification under Sections 4.1 of these Articles of Organization, unless ordered by a court or advanced pursuant to Section 4.6 of these Articles of Organization, may be made by the Company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee, or agent is proper in the

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circumstances. The determination must be made by either: (i) a majority vote of the members; (ii) a majority vote of a quorum of managers consisting of the managers who were not parties to the action, suit, or proceeding; or (iii) if a majority of a quorum of managers consisting of the managers who were not parties to the action, suit, or proceeding so order, by independent legal counsel in a written opinion.

     4.6 Advance of Expenses. The expenses of managers and members incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company. The provisions of this Section do not affect any fights to advancement of expanses to which personnel of the Company other than managers or members may be entitled under any contract or otherwise.

     4.7 Notice of Indemnification. Any indemnification of or advance of expenses to a manager or member in accordance with this Article 4, if arising out of a proceeding by or on behalf of the Company, shall be reported in writing to the members with or before the notice of the next members’ meeting.

     4.8 Repeal or Modification. Any repeal or modification of this Article by the members of the Company shall not adversely affect any right of a manager or member of the Company existing at the time of such repeal or modification.

     4.9 Repayment of Expenses. A manager or member shall reimburse the Company for all reasonable expenses paid by the Company in defending any civil or criminal action, suit, or procceding against the manager or member in the event and only to the extent that it shall be finally determined that the manager or member is not entitled to be indemnified by the Company for such expenses under this Agreement or otherwise.

ARTICLE 5

AMENDMENTS

     The Company reserves the right to amend its Articles of Organization from time to time in accordance with the Act.

ARTICLE 6

ADOPTION OF OPERATING AGREEMENT

     6.1 Initial Operating Agreement. The initial Operating Agreement of the Company shall be adopted by its members and shall thereafter be amended or repealed as provided in the Operating Agreement, or in the absence of any provision regarding the right to amend or repeal the Operating Agreement, by the unanimous consent of the members.

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     6.2 Amendment by the Manager. The Operating Agreement may not be amended or repealed by the managers unless and only to the extent any such fight is granted to the managers in the Operating Agreement.

     6.3 Content. The Operating Agreement may contain any provisions for the regulation and management of the affairs of the Company not inconsistent with law or these Articles of Organization.

ARTICLE 7

ORGANIZER

     The name and address of the organizer of the Company is JoAnn Santulli, 400 South Fourth Street, Third Floor, Las Vegas, Nevada 89101. All powers, duties, and responsibilities of the organizer shall cease upon the filing of these Articles of Organization with the Secretary of State of Nevada.

ARTICLE 8

EXECUTION

     These Articles of Organization are executed this 29th day of October, 2002.

/s/ JoAnn Santulli

JoAnn Santulli

STATE OF NEVADA	)
	)	ss.
COUNTY OF CLARK	)

     On this 29th day of October, 2002, personally appeared before me, a Notary Public in and for the County of Clark, State of Nevada, duly commissioned and sworn, JoAnn Santulli, personally known (or proved) to me to be the person whose name is subscribed to the above instrument, and who acknowledged to me that she executed the same freely and voluntarily and for the uses and purposes therein mentioned.

/s/ Merlin Ann Calimpong

Notary Public

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EX-3.18 11 f28579orexv3w18.htm EXHIBIT 3.18

Exhibit 3.18

STATE OF NEVADA
CERTIFICATE OF AMENDMENT OF ARTICLES OF ORGANIZATION
(This Amendment is presented for filing pursuant to Chapter 86.221 of the NRS)
Filing fee $150.00

1.	Secretary of State File No.:	2.	Secretary of State File Date
	LLC13395-2002		October 29, 2002
3.	Name of Limited Liability Company
	Energetic Additives Company, LLC
4.	The Articles of Organization for the Limited Liability Company are amended as follows:
	The Limited Liability Company name is changed to:
	Energetic Additives Inc., LLC
5.	The Limited Liability Company is managed by:
	Managers
6.	Manager Signature:

Dated this 4th day of December, 2002

Name:
Manager:	/s/ Fortunato Villamagna
	Fortunato Villamagna, American Pacific Corp. Vice President

7.	RETURN ACKNOWLEDGEMENT TO:	This space is for Filing Officer use. (Date of Filing)
	Ron Thompson, Esq.
	SANTORO, DRIGGS, WALCH,
	KEARNEY, JOHNSON & THOMPSON
	400 South Fourth Street, Suite 300
	Las Vegas, Nevada 89101

EX-3.19 12 f28579orexv3w19.htm EXHIBIT 3.19

Exhibit 3.19

OPERATING AGREEMENT

of

ENERGETIC ADDITIVES COMPANY, LLC

This Operating Agreement (the “Agreement”) is made and entered into as of this 29th day of October, 2002 by American Pacific Corporation as the sole member of ENERGETIC ADDITIVES COMPANY, LLC. As used in this Agreement, the terms “Member” or “Members” shall mean American Pacific Corporation (so long as it is a member of the Company) and any other Person (as hereinafter defined) (whether one or more) who is admitted as a member of the Company in accordance with the terms of this Agreement.

I.

Formation, Name, Purposes, Definitions

     1.01 Formation. Pursuant to Chapter 86 of the Nevada Revised Statutes, the Company was formed as a Nevada limited liability company effective upon the filing of the Articles of Organization of the Company with the Secretary of State of Nevada. The Manager (as hereinafter defined) shall immediately, and from time to time hereafter, execute all documents and do all filing, recording, and other acts as may be required to comply with the operation of the Company under the Act.

     1.02 Name. The name of the Company shall be Energetic Additives Company, LLC.

     1.03 Place of Business. The principal place of business of the Company shall be 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109, or such other place as the Manager shall determine in it sole discretion.

     1.04 Purpose. The Company has been formed to engage in any lawful activity except for banking and insurance operations.

     1.05 Term. The Company shall commence upon the filing of its Articles of Organization and shall continue until such time as it shall be terminated under the provisions of Article VIII hereof.

     1.06 Agent for Service of Process. The name and business address of the agent for service of process for the Company is Santoro, Driggs, Walch, Kearney, Johnson & Thompson, 400 South Fourth Street, Third Floor, Las Vegas, Nevada 89101, or such other Person as the Manager shall appoint from time to time.

     1.07 Definitions. Whenever used in this Agreement, the following terms shall have the following meanings:

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          (a) “Act” shall mean Chapter 86 of the Nevada Revised Statutes.

          (b) “Additional Member” shall mean any Person that is admitted to the Company as a Member pursuant to Article VII of this Agreement.

          (c) “Agreement” shall mean this written Operating Agreement. No other document or other agreement between the Members shall be treated as part of or superseding this Agreement unless it has been signed by the number of Members required to effect the particular amendment of this Agreement.

          (d) “Cash Available for Distribution” shall mean all cash receipts of the Company less: (i) the amount of cash disbursed by the Company to any Person in accordance with the terms of this Agreement, including, without limitation, all third party expenses payable in connection with the Company’s operations and reimbursement of advances made by a Member to the Company, including predevelopment and postdevelopment expenses, overhead and supervision fees, and builder fees; and (ii) amounts determined by the Manager to be necessary or appropriate to fund the Reserves (as hereinafter defined); plus: (y) Refinancing Proceeds (as hereinafter defined); and (z) Sales Proceeds as hereinafter defined).

          (e) “Company” shall refer to Energetic Additives Company, LLC.

          (f) “Company Liability” shall mean any enforceable debt or obligation for which the Company is liable or that is secured by any assets of the Company.

          (g) “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year.

          (h) “Interest” shall mean all the rights, privileges, and obligations held by a Member in the Company.

          (i) “Manager” shall mean American Pacific Corporation or any other Person that becomes a Manager pursuant to this Agreement.

          (j) “Member” shall mean American Pacific Corporation, who is the single and sole member of the Company and shall be shown as such on books and records of the Company. Except as expressly permitted by this Agreement, no other Person shall be admitted as a member of the Company, and no additional Interest In the Company shall be issued, without the unanimous approval of the Members (whether one or more). American Pacific Corporation intends for the Company to not be regarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3. However, if it is determined that the Company is a partnership for federal tax purposes, this Agreement shall be amended to provide for the allocation provisions and other provisions necessary and consistent with partnership status.

          (k) “Organization Expenses” shall mean legal, accounting, and other expenses incurred in connection with the formation of the Company.

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          (l) “Percentage Interest” shall be the percentage interests of the Members as determined in accordance with Section 5.01 hereof.

          (m) “Person” shall mean any individual and any legal entity and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

          (n) “Reserves” shall mean, with respect to any Fiscal Year, funds set aside or amounts allocated during the Fiscal Year to reserves that shall be maintained in amounts deemed sufficient by the Manager for working capital and to pay taxes, insurance, debt service, or other costs or expenses of the Company.

          (o) “Refinancing Proceeds” shall mean all net cash proceeds that result from the refinancing or restructuring of the Company Liabilities.

          (p) “Sale” or “Sales” means any sale or other disposition of all or any portion of the assets of the Company and any net recovery of damages awards, condemnation proceeds, and insurance proceeds pertaining to the demolition, condemnation, or destruction of all or any portion of the assets of the Company.

          (r) “Sales Proceeds” means all cash receipts arising from a Sale less: (i) the amount of cash necessary for the payment of all Company Liabilities (including, without limitation, nonrecourse debts) required to be discharged in connection with such Sale, to the extent then due and excluding Company Liabilities assumed by the buyer participating in the Sale; (ii) costs of Sale (including, without limitation, any cost of repair, renovation, or restoration of Company assets); and (iii) the amount considered appropriate by the Manager to provide Reserves, if any.

II.

Capitalization of the Company

     2.01 Initial Capital Contribution. All of the Interests of the Company shall be initially issued to American Pacific Corporation in consideration for American Pacific Corporation’s contribution to the Company of One Hundred Dollars ($100).

     2.02 Additional Capital Contributions. In addition to the capital contribution set forth in Section 2.01, the Manager may determine, from time to time, the amount of any additional capital contributions necessary to enable to Company to conduct its business. Upon making such determination, the Manager shall give Notice (as hereinafter defined) to all Members in writing at least thirty (30) days prior to the date on which such contribution is due. The Notice shall set forth the amount of the additional capital contribution, the purpose for which the capital contribution is to be used, and the date by which Members must contribute. Each Member shall be entitled to contribute a proportionate share of such additional capital contribution.

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III.

Rights and Duties of the Managers

     3.01 Management. All business and affairs of the Company shall be managed by the Manager. The Manager shall direct, manage, and control the Company to the best of it ability and shall have full and complete authority, power, and discretion to make any and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company. In the event that there is more than one (1) Manager, the decision or act of a majority of the Managers shall be deemed to be the decision or act of the Managers.

     3.02 Powers.

          (a) Certain Powers of Managers. Without limiting the generality of Section 3.01, the Managers shall have power and authority, on behalf of the Company:

               (i) To acquire assets from any Person as the Managers may determine. The fact that a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person, provided that any transaction with an affiliated or connected Person shall be on terms no less favorable to the Company than a similar transaction with a disinterested third party;

               (ii) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as they deem appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. A loan acquired from the Members or affiliates of the Members shall be on terms no less favorable to the Company than a similar loan that the Company could obtain from a disinterested, third-party lender. No debt or other obligation shall be contracted or liability incurred by or on behalf of the Company except by the Manager;

               (iii) To purchase liability and other insurance to protect the Company’s property of the Company;

               (iv) To hold and own any Company real or personal property in the name;

               (v) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments;

               (vi) To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound;

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               (vii) To execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of the Company’s assets, assignments; bills of sale; leases; partnership agreements; and any other instruments or documents necessary, in the opinion of the Manager to the business of the Company;

               (viii) To employ and dismiss from employment employees, agents, brokers, accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds;

               (ix) To make an assignment for the benefit of creditors of the Company, file a voluntary petition in bankruptcy, or appoint a receiver for the Company;

               (x) To enter into any and all agreements on behalf of the Company with any Person or entity for any purpose in such forms as the Manager may approve;

               (xi) To institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought by or on behalf of or against the Company; and

               (xii) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

          (b) Power of Attorney. The Manager may act by a duly authorized attorney-in-fact.

     3.03 Manager Has No Exclusive Duty to Company. A Manager shall not be required to manage the Company as it sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any fight, by virtue of this Agreement, to share or participate in such other investments or activities of the Manager or to the income or proceeds derived therefrom.

     3.04 Bank Accounts. The Manager may from time to time open bank accounts in the name of the Company and shall be the sole signator thereon.

     3.05 Indemnity of the Manager. The Manager shall be indemnified by the Company to the fullest extent permitted by the Articles of Organization or Nevada law.

     3.06 Vacancies. In the event the Manager resigns or otherwise ceases to be the Manager, the vacancy may be filled by the affirmative vote of the Members. A Manager elected to fill a vacancy shall serve until his earlier death, resignation, or removal. Any Manager other than American Pacific Corporation can be removed, without cause, by the affirmative vote of the Members.

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     3.07 Salaries and Other Compensation. The salaries and other compensation of the Manager of the Company shall be fixed from time to time by the Members, and no Manager shall be prevented from receiving such salary by reason of the fact that it is also a Member of the Company.

     3.08 Reimbursement of Managers. The Manager shall be reimbursed for all of out-of-pocket expenses incurred in connection with the formation of the Company, Organization Expenses, and the purchase of the assets of the Company, including accountants’ and attorneys’ fees.

     3.09 Company Books. The Manager shall maintain and preserve during the term of the Company and for five (5) years thereafter all accounts, books, and other relevant Company documents. Upon reasonable request, each Member shall have the right, during ordinary business hours, to inspect and copy such Company documents at the Member’s expense, but only for a purpose related to the Member’s Interest in the Company.

IV.

Rights and Obligations of Members

     4.01 Limitation of Liability. Each Member’s liability shall be limited as set forth in the Act and other applicable law.

     4.02 Company Debt Liability. A Member will not be personally liable for any debts or losses of the Company beyond the Member’s respective capital contributions, except as otherwise required by law.

     4.03 List of Members. Upon written request of any Member, the Managers shall provide a list showing the names, addresses, and Interests of all Members of the Company.

V.

Distributions

     5.01 Percentage Interest. The Percentage Interest of a Member shall be the proportion that the Capital Contributions of the Member bears to the total amount of Capital Contributions by all Members. As the sole initial Member, the initial Percentage Interest of American Pacific Corporation is one hundred percent (100%).

     5.02 Cash from Operations.

          (a) Priority. Except as specifically provided elsewhere in this Agreement, distributions of Cash Available for Distribution shall be made to the Members in proportion to their Percentage Interests on the record date of such distribution.

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          (b) Discretion of Manager. Except as specifically provided elsewhere in this Agreement, all distributions of Cash Available for Distribution shall be made at such time and in such amounts as determined by the Manager. All amounts withheld pursuant to the Internal Revenue Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section 5.02.

     5.03 Limitation Upon Distributions. No distribution of Cash Available for Distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all Company Liabilities, except liabilities to Members on account of their capital contributions.

     5.04 Accounting Method. The books and records of account of the Company shall be maintained in accordance with the cash method of accounting.

     5.05 Interest on and Return of Capital Contributions. No Member shall be entitled to interest on a Members capital contribution or to the return of a Member’s capital contribution except as otherwise specifically provided for herein.

     5.06 Loans to Company. Nothing in this Agreements hall prevent any Member from making secured or unsecured loans to the Company by agreement with the Company.

     5.07 Records, Audits, and Reports. At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company. At a minimum, the Company shall keep at its principal place of business the following records:

          (a) a current list of the full name and last known business, residence, or mailing address of each Manager, both past and present;

          (b) a copy of the Articles of Organization of the Company and all amendments thereto together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

          (c) copies of the Company’s federal, state, and local income tax returns and reports, if any, for the five (5) most recent years;

          (d) copies of the Company’s currently effective written Operating Agreement, copies of any writings permitted or required with respect to a Member’s obligation to contribute cash, property, or services, and copies of any financial statements of the Company for the five (5) most recent years;

          (e) a current list of the full name and last known business, residence, or mailing address of each Member, both past and present;

          (f) copies of any prior written operating agreement no longer in effect; and

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          (g) copies of all agreements by Members to make capital contributions to the Company.

     5.08 Returns and Other Elections. The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company. Copies of such returns or pertinent information therefrom shall be furnished to the Members within a reasonable time alter the end of the Company’s fiscal year but in no event later than March 15 of each year. All elections permitted to be made by the Company under federal or state laws shall be made by the Manager in his sole discretion.

VI.

Restrictions on Transferability

     6.01 Transfer of Interests. The Members shall have the fight to sell, transfer, assign, pledge, mortgage, or otherwise dispose of their Interests, or any portion thereof, only upon the prior written consent of the Manager.

     6.02 General Restriction. Any transferee of a Member’s Interests in breach of Section 6.01 hereof shall have no right to vote or otherwise participate in the management of the business and affairs of the Company or to become a Member; provided, however, that if the transferee is a Member, then such transferee Member shall only be entitled to vote those Interests that he held prior to the transfer.

     6.03 Resignation. No Member shall resign from the Company prior to the dissolution and termination of the Company pursuant to Article VIII hereof.

VII.

Additional and Substitute Members

From the date of the formation of the Company, any Person may become a Member of the Company, subject to the terms and conditions of this Agreement, provided such Person: (a) is acceptable to the Manager and acquires new Interests for such consideration as the Manager shall determine, in his sole discretion, is adequate (an “Addition al Member”); or (b) is a transferee of a Member’s Interest, or any portion thereof, subject to the terms and conditions of this Agreement (a “Substitute Member”). Additional Members and Substitute Members shall not be entitled to any retroactive allocation of losses, income, or expense deductions incurred by the Company. The Manager may, at his option, at the time an Additional Member or a Substitute Member is admitted, close the Company books (as though the Company’s tax year had ended) or make pro rata allocations of loss, income, and expense deductions to an Additional Member or a Substitute Member for that portion of the Company’s tax year in which an Additional Member or a Substitute Member was admitted.

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VIII.

Dissolution and Termination

     8.01 Dissolution. The Company shall be dissolved upon the unanimous consent of the Members.

     8.02 Effect of Filing of Articles of Dissolution. Upon the dissolution of the Company, the Company shall cease to carry on its business except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until the Articles of Dissolution are filed by the Secretary of State.

     8.03 Winding Up, Liquidation, and Distribution of Assets.

          (a) Accounting. Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities, and operations from the date of the last previous accounting until the date of dissolution. The Managers shall immediately proceed to wind up the affairs of the Company.

          (b) Duties of Manager. If the Company is dissolved and its affairs are to be wound up, the Manager shall: (i) sell or otherwise liquidate all of the Company’s assets as promptly as is practicable (except to the extent the Managers may determine to distribute any Company assets to the Members in kind); (ii) discharge all Company Liabilities including, but not limited to, all costs relating to the dissolution, winding up, liquidation, and distribution of Company assets; (iii) establish such Reserves as may be reasonably necessary to provide for contingent Company Liabilities; and (vi) distribute the remaining Company assets to the Members.

          (c) Termination. Upon completion of the winding up, liquidation, and distribution of the Company assets, the Company shall be deemed terminated.

          (d) Applicable Law. The Manager shall comply with any requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

     8.04 Articles of Dissolution. When all debts, liabilities, and obligations have been paid and discharged or adequate provisions have bean made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the Nevada Secretary of State.

IX.

Miscellaneous Provisions

     9.01 Application of Nevada Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Nevada.

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     9.02 Amendments. Except as provided otherwise within this Agreement, this Agreement may be amended by the written agreement or consent of American Pacific Corporation.

     9.03 Execution of Additional Instruments. Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney, and other instruments necessary to comply with any laws, roles, or regulations.

     9.04 Construction. Whenever the singular is used in this Agreement, when required by the context the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa; and the word “person” or “party” shall include a corporation, firm, partnership, proprietorship, limited-liability company, or other form of association.

     9.05 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

     9.06 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

     9.07 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right or use of any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise.

     9.08 Severability. If any provision of this Agreement or the application thereof to any person or Circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforce able to the fullest extent permitted by law.

     9.09 Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.

     9.10 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

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XI.

Execution

This Operating Agreement is executed as of the day and year first written above.

American Pacific Corporation
Member

Name: /s/ Fortunato Villamagna   
Title: VP Business Development

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EX-3.20 13 f28579orexv3w20.htm EXHIBIT 3.20

Exhibit 3.20

File # 2 00524510152 State of California — Secretary of State            ENDORSED — FILED LIMITED LIABILITY COMPANY            In the office of the Secretary of State ARTICLES OF ORGANIZATION            Of the State of California AUG 31 2005 A $70.00 filing fee must accompany this form. IMPORTANT — Read instructions before completing this form. This Space For Filing Use Only ENTITY NAME (End the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) 1. NAME OF LIMITED LIABILITY COMPANY Ampac Fine Chemicals LLC PURPOSE (The following statement is required by statute and may not be altered.) 2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank). 3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS CT Corporation System 4. IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFONRIA CITY STATE ZIP CODE CA MANAGEMENT (Check only one) 5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: c     o        ONE MANAGER c     o        MORE THAN ONE MANAGER c    þ ALL LIMITED LIABILITY COMPANY MEMBER(S) ADDITIONAL INFORMATION 6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE EXECUTION 7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. /s/ Julie Harkness Cooke 8/31/05 — SIGNATURE OF ORGANIZER DATE Julie Harkness Cooke — Organizer — TYPE OR PRINT NAME OF ORGANIZER RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.) 8. NAME            Katherine R. Perkins FIRM            Morrison & Foerster LLP ADDRESS 425 Market Street, 32^nd Floor CITY/STATE/ZIP            San Francisco, CA 94105 LLC-1 (REV 03/2005) APPROVED BY SECRETARY OF STATE

EX-3.21 14 f28579orexv3w21.htm EXHIBIT 3.21

Exhibit 3.21

LIMITED LIABILITY COMPANY AGREEMENT
OF
AMPAC FINE CHEMICALS LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Ampac Fine Chemicals LLC (the “Company”), is entered into as of the 22nd day of October 2005, by American Pacific Corporation, a Delaware corporation, as the sole member of the limited liability company (the “Member”).

     The Member is executing this Agreement for the purpose of forming a limited liability company pursuant to and in accordance with the Beverly-Killea Limited Liability Company Act (Cal. Bus. & Prof. Code § 17000 et seq.), as amended from time to time (the “California Act”), and hereby certifies and agrees as follows:

     1. Formation.

     1.1 Name. The name of the limited liability company formed hereby is Ampac Fine Chemicals LLC. The Company shall be formed pursuant to this Agreement and upon the filing of the articles of organization of the Company with the Secretary of State of the State of California (the “Secretary of State”) setting forth the information required by Section 17051 of the Act. Each of the Board of Directors (as hereinafter defined) and Julie Cooke is hereby designated as an authorized person, within the meaning of the California Act to execute, deliver and file the articles of organization of the Company, and any action taken prior to the execution of this Agreement in connection therewith by either such person is hereby ratified and confirmed. The Company has caused to be filed by Julie Cooke the articles of organization of the Company with the Secretary of State on August 31, 2005.

     1.2 Principal Place of Business. The principal place of business of the Company shall be Highway 50 at Hazel Avenue, Rancho Cordova, CA 95670, and the mailing address for the Company shall be P.O. Box 1718, Rancho Cordova, CA 95741, or such other place as the Board of Directors may determine in its discretion.

     1.3 Agent for Service of Process. The initial registered agent for service of process for the Company shall be CT Corporation. The Member may change the agent for service of process at any time.

     1.4 Purpose.

     The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Act, including the operation of a fine chemicals business supplying chemical intermediaries to the pharmaceutical industry and the ownership and improvement of real property related thereto.

     1.5 Powers of the Company.

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          (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to, or for the furtherance of, the purpose set forth in Section 1.4.

     1.6. Member. The name and the mailing address of the Member of the Company is American Pacific Corporation, 3770 Howard Hughes Pkwy, Ste 300, Las Vegas, NV 89109.

     1.7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the California Act, the Board of Directors (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Each of Seth Van Voorhees and Linda Ferguson is hereby designated as an authorized person, within the meaning of the California Act, to execute, deliver and file any amendments and/or restatements to the Articles of Organization of the Company and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     2. Board of Directors.

          2.1 Authority, Election, Number.

          (i) Board of Directors. Management of the Company shall be vested in a Board of Directors. The Board of Directors of the Company shall have all the rights and powers that may be possessed by a manager under the California Act. The Board of Directors shall have full and complete authority, power and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts customary or incident to the powers granted by law or under this Agreement. Unless otherwise provided in this Agreement or by any non-waivable provision of the California Act, all actions of the Board of Directors shall be by the affirmative vote or written consent of a majority of the members of the Board of Directors. Each Director shall have one vote with respect to matters before the Board of Directors.

          (ii) Election of Directors. Directors shall be elected by the Member at an annual or special meeting held for such purpose or by unanimous written consent of the Member.

          (iii) Number and Terms of Directors. The Board of Directors shall have not less than one (1) nor more than three (3) members (each, a “Director”) until changed by amendment of this Agreement by the affirmative vote of the Member. The exact number of Directors shall be fixed from time to time, within the limits specified herein, by the vote of the Member. Subject to the foregoing provisions for changing the number of Directors, the number of Directors of the Company has been fixed at three (3), who are John Gibson and Seth Van Voorhees, with one vacancy. Directors shall hold office for a term of two (2) years and thereafter until their respective successors are elected, or until his or her earlier death or resignation or removal in accordance with this Section 2.

          (iv) No Management by Other Persons or Entities. Except as provided in this Section 2 or as otherwise expressly delegated by the Board of Directors, no person or entity other than the Board of Directors and the Member shall be an agent of the Company or have any right,

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power or authority to transact any business in the name of the Company or to act for, or on behalf of, the Company.

          2.2 Certain Powers of Board of Directors. Without limiting the generality of Section 2.1 hereof, the Board of Directors shall have power and authority, on behalf of the Company:

          (i) To appoint officers to run and manage the day-to-day operations of the Company in accordance with and as limited by this Agreement, including maintaining a place for all books of account and other records of the Company;

          (ii) To acquire property from any person as the Board of Directors may determine, provided that the fact that a Director or the Member is directly or indirectly Affiliated or connected with any such person shall not prohibit the Board of Directors from dealing with such person;

          (iii) To borrow money for the Company on such terms as the Board of Directors deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

          (iv) To purchase liability and other insurance to protect the Company’s property and business and to protect the assets of the Member, the Directors and the officers of the Company;

          (v) To acquire, hold and dispose of any Company real and/or personal properties;

          (vi) To open bank accounts in the name of the Company, and the Directors or officers shall be the sole signatories thereon, unless the Directors determine otherwise;

          (vii) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;

          (viii) To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any agreement to which the Company may be bound;

          (ix) To execute on behalf of the Company all instruments and documents necessary, in the opinion of the Board of Directors, to conduct the business of the Company;

          (x) To fix the reasonable compensation of the Directors, irrespective of any personal interest of any of the Directors, including the reimbursement of expenses, if any, of attendance at each meeting of the Board of Directors and payment of a fixed sum for attendance at meetings; provided that these payments shall not preclude any Director from serving the Company in any other capacity and receiving compensation therefor;

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          (xi) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;

          (xii) To enter into any and all other agreements on behalf of the Company, with any other person for any purpose, in such forms as the Board of Directors may approve; and

          (xiii) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

          2.3 Limitation on Authority of Board of Directors.

          (i) Notwithstanding anything in this Section 2 to the contrary, without the consent of the Member, the Board of Directors shall not:

          (ii) do any act that would contravene the Articles of Organization or this Agreement or make it impossible to carry on the ordinary business of the Company;

          (iii) possess Company property, or assign rights in specific property, for other than a Company purpose; or

          (iv) allow Company assets to be used for any purpose other than for the exclusive benefit of the Company, or to be commingled with the assets of any other person.

          2.4 Resignation. Any Director of the Company may resign from office by delivering or causing to be delivered to any officer of the Company, or to the Board of Directors, a written resignation, which shall take effect upon being so delivered or at such other time as may be specified therein.

          2.5 Removal. The Board of Directors or any individual director may be removed from office, with or without cause, at any time by the affirmative vote of the Member.

          2.6 Vacancies. A vacancy in the Board of Directors shall be deemed to exist under this Agreement in the case of the death, removal or resignation of any Director, or if the Member fails to appoint the number of Directors then constituting the whole Board of Directors. Vacancies shall be filled by the affirmative vote of the Member. Each Director elected to fill a vacancy shall hold office for the unexpired portion of the term of the Director whose place shall be vacant and until his or her successor shall have been duly elected.

     3. Officers.

          3.1 Officers. The Company may have, but is not required to have, the following officers: a President or a Chairman of the Board or both, Vice Presidents, a Chief Financial Officer, and a Secretary, and such other officers as the Board of Directors may appoint. The Board of Directors shall have the authority to appoint the officers and to prescribe their duties. Any person may simultaneously hold more than one office of the Company.

          3.2 Term of Office. The President, Chairman of the Board, Vice Presidents, Chief Financial Officer and Secretary shall each hold office until his or her successor is chosen

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and qualified or in each case until he or she sooner dies, resigns or is removed, and each other officer shall hold office in accordance with the terms of his or her appointment.

          3.3 Removal. Any officer of the Company may be removed from office with or without cause at any time by the Board of Directors.

          3.4 Vacancies. A vacancy in any office because of death, resignation, removal or disqualification may be filled for the unexpired portion of the term by vote of the Board of Directors.

          3.5 President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the Company. The President shall have the general powers and duties of management usually vested in the office of President of a California corporation and shall have such other powers and duties as may be prescribed by the Board of Directors. Initially, the President shall be John Gibson.

          3.6 Chairman of the Board of Directors. Except as otherwise determined by the Board of Directors, the Chairman of the Board of Directors, when present, shall preside at all meetings of the Members and all meetings of the Board of Directors. The Chairman of the Board of Directors shall perform those other duties which from time to time may be assigned to him or her by the Board of Directors. Initially, the Chairman of the Board shall be John Gibson.

          3.7 Vice Presidents. The Board of Directors may appoint one or more Vice Presidents. Any Vice President shall also perform those other duties which from time to time may be assigned to him or her by the Board of Directors or the President. Linda Ferguson shall initially be a Vice President, and her duties shall include applying for environmental permits on behalf of the Company.

          3.8 Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer of the Company and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company. The books of account shall at all times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name of, and to the credit of, the Company with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Board of Directors, shall render to the President and the Board of Directors whenever the Board of Directors requests it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the President. The initial Chief Financial Officer shall be Seth Van Voorhees.

          3.9 Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company, or such other place as the Board of Directors may direct, a book of minutes of all formal actions of the Board of Directors and the Member. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the name and address of the Member, the number and date of

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certificates issued in respect of the Member’s interest in the Company, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President. The initial Secretary shall be Linda Ferguson.

          3.10 Compensation; Signing Authority. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for, or on behalf of, the Company as it shall determine in its discretion. The Board of Directors may delegate to any officer of the Company, or to any such other person or entity, such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors, subject to the approval of the Compensation Committee of the Member. Except as otherwise provided by the Board of Directors, when the taking of such action has been authorized by the Board of Directors, the Board of Directors or any officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company.

          3.11 Reliance by Third Parties. Any person or entity dealing with the Company or the Board of Directors or the Member may rely upon a certificate signed by the President or the Secretary as to:

               (i) the identity of the Board of Directors, any officer or the Member;

               (ii) the existence or non-existence of any fact or facts that constitute a condition precedent to acts by the Board of Directors or the Member or are in any other manner germane to the affairs of the Company;

               (iii) the persons who, or entities that, are authorized to execute and deliver any instrument or document of, or on behalf of, the Company; or

               (iv) any act or failure to act by the Company or as to any other matter whatsoever, involving the Company or the Member.

     4. Records and Information. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods elected to be followed by the Company for federal income tax purposes. The Company shall maintain in writing or in any other form capable of being converted into clearly legible tangible form (i) a copy of the Articles of Organization and all amendments thereto, (ii) copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years, (iii) a copy of the Company’s operating agreement and amendments thereto, (iv) copies of the financial statements of the Company for the six most recent fiscal years, and (v) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four fiscal years. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business.

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     5. Term; Dissolution. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Section 5. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member, or (b) the entry of a decree of judicial dissolution under Section 17351 of the California Act. If at any time there is no Member of the Company, the Company shall not dissolve but the legal representative or successor of the Member shall agree in writing to continue the Company and to the admission of the legal representative of the Member or its nominee or its designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the Member. Upon the dissolution of the Company, the Board of Directors shall wind up the Company’s affairs as provided in the California Act.

     6. Capitalization.

     6.1 Capital Contribution. The Member shall contribute $[___] in cash and no other property, to the Company as its initial “Capital Contribution” and this will be reflected in the Company’s records. In exchange for its initial Capital Contribution, the Member shall receive 100% of the membership interests in the Company.

     6.2 Additional Contributions. The Member may, but is not required to, make any additional capital contribution to the Company.

     6.3 Allocation of Profits and Losses; Tax Status. The Company’s profits and losses shall be allocated to the Member. At all times that the Company has only one member (who owns 100% of the limited liability company interests in the Company), it is the intention of the Member that the Company be disregarded for federal, state, local and foreign income tax purposes and that the Company be treated as a division of the Member.

     7. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Board of Directors, provided that no distribution shall be made in violation of the California Act and, unless otherwise determined by the Board of Directors, no distribution will be paid to the Member upon its withdrawal in connection with the voluntary assignment of its entire interest pursuant to Section 8 hereof.

     8. Assignments. The Member may transfer or assign (including as a collateral assignment or pledge) or otherwise encumber in whole or in part its limited liability company interest. To facilitate a pledge of the interests in the Company in connection with a financing, the Company opts into coverage of Revised Article 8 of the Uniform Commercial Code, and the interests in the Company will constitute certificated or uncertificated securities. In connection with a voluntary transfer or assignment by the Member of its entire limited liability company interest in the Company, the Member will automatically withdraw and the assignee will automatically and simultaneously be admitted as the successor Member without any further action at the time such voluntary transfer or assignment becomes effective under applicable law and the Company shall be continued without dissolution. In connection with a partial assignment or transfer by the Member of its limited liability company interest in the Company, this Agreement shall be amended to reflect the fact that the Company will have more than one member or one member and one or more economic interest holding assignees.

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     9. Withdrawal. The Member may withdraw from the Company at such time as it shall determine.

     10. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, this Agreement shall be amended by the Member and the person or persons to be admitted as additional members to make such changes as they shall determine to reflect the fact that the Company shall have more than one member.

     11. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the California Act.

     12. Indemnification.

          12.1 Exculpation.

          (i) For purposes of this Agreement, the term “Covered Persons” means the Directors, the Member, any Affiliate of the Member and any officers, directors, stockholders, partners or employees of the Member and its Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

          (ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed (whether or not constituting negligence) or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person (other than the Member, irrespective of the capacity in which it acts) shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. The Member, whether acting as Member, or in any other capacity, shall not be liable to the Company or to any other Covered Person for any loss, damage or claim incurred by reason of any act or omission (whether or not constituting negligence or gross negligence) performed or omitted by the Member in good faith.

          (iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. The foregoing provision shall in no way be deemed to reduce the limitation on liability of the Member provided in clause (ii) of this Section 12.1.

          12.2 Duties and Liabilities of Covered Persons.

          (i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other

8

Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

          (ii) All provisions of this Section 12 shall apply to any Covered Person for all actions or omissions taken while such person was a Covered Person to the same extent as if such person were still a Covered Person.

          (iii) No amendment or repeal of this Section 12 shall adverse affect the rights or protections afforded to a Covered Person for or with respect to any acts or omissions of such person taken prior to such amendment or repeal.

          12.3 Indemnification. To the fullest extent permitted by applicable law, any Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission (whether or not constituting negligence) performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person (other than the Member, irrespective of the capacity in which it acts) shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 12 shall be provided out of, and to the extent of, Company assets only, and no Covered Person shall have any personal liability on account thereof. To the fullest extent permitted by applicable law, the Member (irrespective of the capacity in which it acts) shall be entitled to indemnification from the Company for any loss, damage or claim incurred by the Member by reason of any act or omission (whether or not constituting negligence or gross negligence) performed or omitted by the Member in good faith on behalf of the Company.

          12.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 12.

     13. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Member.

     14. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California, without regard to the rules of conflict of laws thereof or of any other jurisdiction that would call for the application of the substantive laws of a jurisdiction other than the State of California.

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     15. Entire Agreement. This Agreement and the documents and agreements contemplated in this Agreement constitute the entire agreement with the Member with regard to the subject matter hereof and thereof.

     16. No Third Party Beneficiaries. Except as expressly provided herein, this Agreement is entered into for the sole and exclusive benefit of the parties hereto and will not be interpreted in such a manner as to give rise to or create any rights or benefits of or for any person or entity not a party hereto.

     17. Severability. If any provision of this Agreement, or the application of such provision to any person or circumstances, is held invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall continue in full force without being impaired or invalidated.

     IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the day and year first aforesaid.

AMERICAN PACIFIC CORPORATION
By:	/s/ Seth Van Voorhees
	Name:	Seth Van Voorhees
	Title:	Chief Financial Officer

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EX-3.22 15 f28579orexv3w22.htm EXHIBIT 3.22

Exhibit 3.22

AMENDMENT TO
THE LIMITED LIABILITY COMPANY AGREEMENT OF
AMPAC FINE CHEMICALS LLC

This Amendment (this “Amendment”) to the Limited Liability Company Agreement of Ampac Fine Chemicals LLC (the “Company”) dated as of October 22, 2005 (the “Agreement”), is made as of the 30th day of November, 2005, by American Pacific Corporation, a Delaware corporation, as the sole member of the Company (the “Member”).

Pursuant to Section 13 of the Agreement, Section 6.1 of the Agreement is amended and restated as follows:

Capital Contribution. The Member shall contribute $100.00 in cash and no other property, to the Company as its initial “Capital Contribution” and this will be reflected in the Company’s records. In exchange for its initial Capital Contribution, the Member shall receive 100% of the membership interests in the Company.

Pursuant to Section 13 of the Agreement, Section 8 of the Agreement is amended and restated as follows:

Assignments. The Member may transfer or assign (including as a collateral assignment or pledge) or otherwise encumber in whole or in part its limited liability company interest. In connection with a voluntary transfer or assignment by the Member of its entire limited liability company interest in the Company, the Member will automatically withdraw and the assignee will automatically and simultaneously be admitted as the successor Member without any further action at the time such voluntary transfer or assignment becomes effective under applicable law and the Company shall be continued without dissolution. In connection with a partial assignment or transfer by the Member of its limited liability company interest in the Company, this Agreement shall be amended to reflect the fact that the Company will have more than one member or one member and one or more economic interest holding assignees.

     IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the day and year first aforesaid.

AMERICAN PACIFIC CORPORATION
By:	/s/ Seth Van Voorhees
	Name:	Seth Van Voorhees
	Title:	Chief Financial Officer

EX-5.1 16 f28579orexv5w1.htm EXHIBIT 5.1

Exhibit 5.1

[MORRISON & FOERSTER LLP LETTERHEAD]

July 3, 2007
 
 

American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada 89169

Re: $110,000,000 Aggregate Principal Amount of 9% Senior Notes due 2015;
Registration Statement on Form S-4

Ladies and Gentlemen:
 

We have acted as counsel to American Pacific Corporation, a Delaware corporation (the “Company”), and the subsidiaries of the Company named on Schedule I hereto (the “Guarantors” and, together with the Company, the “Registrants”) in connection with the filing by the Registrants with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an offer to exchange (the “Exchange Offer”) up to $110,000,000 in aggregate principal amount of the Company’s 9% Senior Notes due 2015 (the “Exchange Notes”) for an equal principal amount of the Company’s previously issued and currently outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the prospectus forming a part of the Registration Statement and the accompanying letter of transmittal. The Exchange Notes will be issued pursuant to the terms and conditions of, and in the form set forth in, an indenture, dated as of February 6, 2007 (the “Indenture”), among the Company, the Guarantors (as defined in the Indenture) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed by each of the Guarantors (each, a “Guarantee” and collectively, the “Guarantees”). The Exchange Notes, the Guarantees of the Exchange Notes and the Indenture are collectively referred to hereinafter as the “Documents.”

In connection with this opinion, we have examined originals or copies of the Documents and specimens of the Exchange Notes and the Guarantees of the Exchange Notes. In addition, we have examined such corporate records, documents, instruments, certificates of public officials and of the Registrants, made such inquiries of officials of the Registrants, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

In such examination, we have assumed the genuineness of all signatures, the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by entities other than the Company, Ampac Fine Chemicals LLC, a California limited liability company (“AFC”), and

American Pacific Corporation
July 3, 2007
Page Two
 

Ampac-ISP Corp., a Delaware corporation (“AIC”, and together with AFC, the “Designated Guarantors”), we have assumed (1) that such other entity has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents, (2) the due authorization by each such entity of all requisite action, (3) the due execution and delivery of such documents by each such entity, (4) that such documents constitute the legal, valid and binding obligations of the parties (other that the Company and the Designated Guarantors), (5) that the Indenture constitutes the legal, valid and binding obligations of the Trustee, and (6) that the Indenture has been duly authenticated by the Trustee and will be duly qualified under the Trust Indenture Act of 1939, as amended. We have also assumed compliance with all applicable state securities and “Blue Sky” laws.

The opinions hereinafter expressed are subject to the following qualifications and exceptions:

     (i)     We express no opinion as to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination. Without limiting the generality of the foregoing qualification, we advise you that, if a Guarantee has not been given for fair or reasonably equivalent consideration, and a Guarantor is or by executing such Guarantee may become, insolvent, or will be rendered insolvent by the transaction contemplated by the Documents, or after giving effect to such transactions, will be left with unreasonably small capital with which to engage in its anticipated business, or will have intended to incur, or will have believed it has incurred, debts beyond its ability to pay as such debts mature, then such Guarantee may be voidable by creditors of such Guarantor or by a trustee or receive of such Guarantor in bankruptcy or similar proceedings pursuant to bankruptcy, fraudulent conveyance or similar laws.

    (ii)      We express no opinion as to limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Documents; and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenants of good faith and fair dealing, or would be commercially unreasonable, or where their breach is not material.

   (iii)      We express no opinion as to the enforceability of provisions of the Documents imposing, or which are construed as effectively imposing, penalties or forfeitures.

   (iv)      We express no opinion as to the enforceability of provisions of the Documents which purport to establish evidentiary standards or to make determinations conclusive.

    (v)      We express no opinion as to the effect on the opinions expressed herein of (a) the compliance or non-compliance of any party to the Documents (other than the Company and the Designated Guarantors) with any laws or regulations applicable to it, or (b) the legal or regulatory status or the nature of the business of any such party (other than the Company and the Designated Guarantors).

American Pacific Corporation
July 3, 2007
Page Three
 

    (vi)      We express no opinion as to the effect of judicial decisions which may permit the introduction of extrinsic evidence to supplement the terms of the Documents or to aid in the interpretation of the Documents.

    (vii)     We express no opinion as to the enforceability of any indemnification, contribution or exculpation provisions in the Documents which may be limited or prohibited by federal or state securities laws or by public policy.

    (viii)    We express no opinion as to the enforceability of any choice of law provisions contained in the Documents or the enforceability of any provisions which purport to establish a particular court as the forum for adjudication of any controversy relating to the Documents or which purport to cause any party to waive or alter any right to a trial by jury or which waive objection to jurisdiction.

    (ix)       Our opinion in paragraph 2 below is subject to the defenses available to a guarantor under applicable law, but waivers of such defenses set forth in the Guarantee are enforceable, subject to the other exceptions set forth herein.

     (x)      We express no opinion as to the enforceability of (i) waivers by parties of any statutory or constitutional rights or remedies, (ii) provisions providing that waivers or consents by a party may not be given effect unless in writing or that one or more waivers may not under certain circumstances constitute a waiver of other matters of the same kind, (iii) any indemnification and contribution rights, which may be limited by applicable law or public policy and (iv) obligations of any party to pay any default interest rate, early termination fee or other form of liquidated damages, to the extent that the payment of such interest rate, fee or damages is construed as unreasonable in relation to actual damages or disproportionate to actual damages suffered by the party to which such amounts are paid as a result of such default or termination, or is otherwise not qualified as liquidated damages.

      (xi)      Enforceability of the Guarantees may be limited by statutes or principles of law applicable to guaranties. Those statutes and provisions may, inter alia, limit the right of a creditor to alter materially the original obligation of the principal, to elect remedies on default that impair the subrogation rights of the guarantor against the principal, or to take other action that materially prejudices the guarantor. In this connection, we advise you that failure to comply with such statutes or principles may operate to exonerate the Guarantors from their obligations under the Guarantees and we express no opinion as to any right or defense of the Guarantors contained therein.

American Pacific Corporation
July 3, 2007
Page Four
 

Our opinion is based upon current statutes, rules, regulations, cases and official interpretive opinions, and it covers certain items that are not directly or definitively addressed by such authorities.

Based upon and subject to the limitations and qualifications set forth herein, we are of the opinion that upon (i) the valid tender of the Outstanding Notes to Wells Fargo Bank, National Association, as exchange agent for the Exchange Offer, (ii) the execution and authentication of the Exchange Notes in accordance with the provisions of the Indenture and (iii) the issuance of the Exchange Notes in exchange for such tendered Outstanding Notes in accordance with the terms set forth in the prospectus forming a part of the Registration Statement, the accompanying letter of transmittal and the Indenture:

    (1) The Exchange Notes will have been duly authorized and will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.

    (2) The Guarantees of the Exchange Notes by each of the Designated Guarantors will have been duly authorized and will be valid and binding obligations of the respective Designated Guarantors, enforceable against the Designated Guarantors in accordance with their terms.

We express no opinion as to matters governed by laws other than the substantive laws of the States of California and New York, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, in each case without reference to choice-of-law rules, which are in effect on the date hereof.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and any amendments thereto and to the reference to our firm under the caption “Legal Matters” in the prospectus included therein.

Very truly yours,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP

American Pacific Corporation
July 3, 2007
Page Five

Schedule I

GUARANTORS

American Pacific Corporation, a Nevada corporation
American Azide Corporation, a Nevada corporation
Ampac Farms, Inc., a Nevada corporation
Ampac-ISP Corp., a Delaware corporation
Energetic Additives Inc., LLC, a Nevada limited liability company
Ampac Fine Chemicals LLC, a California limited liability company

EX-5.2 17 f28579orexv5w2.htm EXHIBIT 5.2

Exhibit 5.2

		Brian W. Boschee
Gregory J. Walch	SANTORO, DRIGGS, WALCH,	Bryce K. Earl
Nicholas J. Santoro	KEARNEY, HOLLEY & THOMPSON	Ogonna M. Atamoh
Michael E. Kearney	Attorneys	Jennifer K. Craft
J. Douglas Driggs, Jr.	400 South Fourth Street, Third Floor	James P. Jensen
Richard F. Holley	Las Vegas, Nevada 89101	Byron E. Thomas
Ronald J. Thompson	Tel (702) 791-0308	Grace M. Kim
James E. Whitmire, III	Fax (702) 791-1912	Shweta Pahouja
Daniel L. Schwartz		F. Thomas Edwards
Victoria L. Nelson		Jason D. Smith
Dean S. Bennett		Cody T. Winterton
Andrew J. Glendon		Robert B. Kouchoukos Taylor L. Randolph
		Anthony A. Junker
Kevin L. Johnson
Lee E. Davis		Of Counsel:
Thomas G. Grace		Anthony A. Zmaila
James D. Boyle		Charles L. Titus
Oliver J. Pancheri

Writer’s email: ddriggs@nevadafirm.com

July 3, 2007

American Pacific Corporation
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89169

RE:	American Pacific Corporation
	9% Senior Notes due 2015

Ladies and Gentlemen:

     We have acted as special Nevada counsel to American Pacific Corporation, a Nevada corporation (“APC”), American Azide Corporation, a Nevada corporation (“AAC”), Ampac Farms, Inc., a Nevada corporation (“AFI”) and Energetic Additives Inc., LLC, a Nevada limited liability company (“EAI”), (collectively, the “Nevada Subsidiaries”), each of which is a subsidiary of American Pacific Corporation, a Delaware corporation (the “Company”), in connection with the filing by the Company, the Nevada Subsidiaries and the other subsidiaries of the Company named on Schedule I hereto (the “Non-Nevada Subsidiaries” and, together with the Company and the Nevada Subsidiaries, the “Registrants”) with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an offer to exchange (the “Exchange Offer”) up to $110,000,000 in aggregate principal amount of 9% Senior Notes due 2015 (the “Exchange Notes”) for an equal principal amount of the Company’s previously issued and currently outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the prospectus forming a part of the Registration Statement and the accompanying letter of transmittal. The Exchange Notes will be issued pursuant to the terms and conditions of, and in the form set forth in, an indenture, dated as of February 6, 2007 (the “Indenture”), among the Company, the Guarantors (as defined in the Indenture) and Wells Fargo Bank, National

American Pacific Corporation
July 3, 2007
Page 2

Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed by each of the Guarantors (each, a “Guarantee” and collectively, the “Guarantees”). The Exchange Notes, the Guarantees of the Exchange Notes and the Indenture are collectively referred to hereinafter as the “Documents.”

     In connection with this opinion, we have examined originals or copies of the Documents. In addition, we have examined such corporate records, documents, instruments, certificates of public officials and of the Nevada Subsidiaries and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

     With respect to all documents examined by us, we have assumed that: (i) all signatures on documents examined by us are genuine; (ii) all documents submitted to us as originals are authentic; and (iii) all documents submitted to us as copies conform to the originals of those documents.

     With respect to the opinion expressed in paragraph (1) below, (a) as to jurisdictions in which qualification is necessary, we have relied exclusively on certificates executed by officers of the Nevada Subsidiaries (collectively the “Opinion Certificates”), to the effect that each of the Nevada Subsidiaries does not conduct any material business or own or lease any material property outside the jurisdiction of its incorporation or as otherwise set forth on such certificates, and (b) as to the good standing of the Nevada Subsidiaries in the jurisdiction of its organization, we have relied exclusively on certificates of public officials.

     For purposes of the opinion set forth in paragraph (4) below, we have assumed that the applicable laws in effect as of the date of the Exchange Offer will not have been changed, modified, amended or superseded from the applicable laws in effect as of the date hereof.

     We specifically express no opinion concerning the effect or applicability of the tax laws of the State of Nevada or the Unites States of America, the Securities Act, the Securities Exchange Act of 1934, other Federal securities laws and the securities laws of any state, including but not limited to the State of Nevada. We further specifically express no opinion concerning the effect or applicability of any licenses or permits required by any governmental authority. This opinion is limited to the matters expressly set forth herein, no opinion is implied or may be inferred beyond the matters expressly set forth herein.

     This opinion is limited to the laws of the State of Nevada (excluding the securities and blue sky laws of the State of Nevada), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Nevada laws and rules, regulations and orders thereunder that are currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Nevada as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

American Pacific Corporation
July 3, 2007
Page 3

     1. The Nevada Subsidiaries are duly organized, validly existing and in good standing under the laws of the State of Nevada.

     2. The Nevada Subsidiaries have the corporate power and authority to execute and deliver, and to perform and observe the provisions of, the Documents.

     3. The execution, delivery and performance of the Indenture and the Guarantees of the Exchange Notes (the “Exchange Guarantees”) by each of the Nevada Subsidiaries have been authorized by all necessary corporate action by each such Nevada Subsidiary.

     4. The Exchange Guarantees of the Nevada Subsidiaries, when they are delivered in accordance with the terms of the Exchange Offer, will be validly issued by the Nevada Subsidiaries and will constitute valid and binding obligations of the Nevada Subsidiaries.

     We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and any amendments thereto and to the reference to our firm under the caption “Legal Matters” in the prospectus included therein.

Very truly yours,

SANTORO, DRIGGS, WALCH,
KEARNEY, HOLLEY & THOMPSON

/s/ Grace M. Kim for

J. Douglas Driggs, Jr., Esq.

JDD: gmk

American Pacific Corporation
July 3, 2007
Page 4

Schedule I

NON-NEVADA SUBSIDIARIES

Ampac-ISP Corp., a Delaware corporation
Ampac Fine Chemicals LLC, a California limited liability company

EX-12.1 18 f28579orexv12w1.htm EXHIBIT 12.1

Exhibit 12.1

American Pacific Corporation
Computation of Consolidated Ratio of Earnings to Fixed Charges
(Dollars in thousands)

	Six Months Ended
	March 31,					Year Ended September 30,
	2006			2007		2002		2003		2004			2005			2006
Fixed Charges:
Interest Expensed and Capitalized	$	3,728		$	5,841	$	4,180	$	1,696	$	—		$	—		$	10,175
Amortized Premiums, Discounts and Capitalized Expenses Related to Indebtedness		397			619		—		—		—			—			1,256
An Estimate of the Interest within Rental Expense		134			155		157		131		190			247			327
Preference Security Dividend Requirements of Consolidated Subsidiaries		—			—		—		—		—			—			—
Total Fixed Charges	$	4,259		$	6,615	$	4,337	$	1,827	$	190		$	247		$	11,758
Earnings:
Income (Loss) from Continuing Operations before Income Tax	$	(5,378	)	$	1,525	$	12,899	$	14,509	$	(1,231	)	$	(18,910	)	$	(7,303	)
Fixed Charges		4,259			6,615		4,337		1,827		190			247			11,758
Amortization of Capitalized Interest		—			—		—		—		—			—			—
Distributed Income of Equity Investee		—			—		—		—		—			—			—
Share of Pre-Tax Losses of Equity Investee If Guarantees are in Fixed Charges		—			—		—		—		—			—			—
Interest Capitalized		—			—		—		—		—			—			—
Preference Security Dividends		—			—		—		—		—			—			—
Minority Interest		—			—		—		—		—			—			—
Total Earnings	$	(1,119	)	$	8,140	$	17,236	$	16,336	$	(1,041	)	$	(18,663	)	$	4,455
Ratio of Earnings to Fixed Charges		—			1.23x		3.97x		8.94x		—			—			0.38x
Total Insufficiency	$	5,378		$	—	$	—	$	—	$	1,231		$	18,910		$	7,303

EX-23.1 19 f28579orexv23w1.htm EXHIBIT 23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated January 6, 2007, except for Note 15, as to which the date is June 29, 2007 relating to the consolidated financial statements of American Pacific Corporation (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123 (Revised), Share-Based Payment, and an explanatory paragraph relating to the adoption of Financial Accounting Standards Board Interpretation No. 46 (Revised), Consolidation of Variable Interest Entities), appearing in the Current Report on Form 8-K dated June 29, 2007 of American Pacific Corporation and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP
 

Las Vegas, Nevada
June 29, 2007

EX-23.2 20 f28579orexv23w2.htm EXHIBIT 23.2

Exhibit 23.2

Consent of Independent Auditors
 

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 31, 2005, with respect to the financial statements of Aerojet Fine Chemicals LLC as of November 30, 2004 and for each of the three fiscal years in the period ended November 30, 2004 incorporated by reference in the Registration Statement (Form S-4) and related Prospectus of American Pacific Corporation for an offer to exchange up to $110,000,000 aggregate principal amount of 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended for an equal aggregate principal amount of outstanding 9% Senior Notes due 2015.

/s/ Ernst & Young LLP                                   

Sacramento, California
June 29, 2007

EX-25.1 21 f28579orexv25w1.htm EXHIBIT 25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

American Pacific Corporation	Delaware	2810	59-6490478
American Pacific Corporation	Nevada	2810	88-0204803
American Azide Corporation	Nevada	2892	88-0281154
Ampac Farms, Inc.	Nevada	0722	88-0304375
Ampac-ISP Corp.	Delaware	3764	47-0944429
Energetic Additives Inc., LLC	Nevada	N/A	42-1582765
Ampac Fine Chemicals LLC	California	2834	20-3451631
(Exact Name of Obligor as	(State or other	(Primary Standard	(I.R.S. Employer
Specified in its Charter)	Jurisdiction of	Industrial Classification	Identification No.)
	Incorporation or	Code Number)
	Organization)

3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada	89169
(Address of principal executive offices)	(Zip code)

9% Senior Notes due 2015
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency Treasury Department Washington, D.C.
	Federal Deposit Insurance Corporation Washington, D.C.
	Federal Reserve Bank of San Francisco San Francisco, California 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 14th day of June, 2007.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Scott C. Emmons  

Scott C. Emmons 

Vice President 

EXHIBIT 6

June 14, 2007

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Scott C. Emmons  

Scott C. Emmons Vice President 

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	12,467
Interest-bearing balances			1,280
Securities:
Held-to-maturity securities			0
Available-for-sale securities			40,238
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			6,195
Securities purchased under agreements to resell			1,187
Loans and lease financing receivables:
Loans and leases held for sale			33,093
Loans and leases, net of unearned income	251,321
LESS: Allowance for loan and lease losses	2,151
Loans and leases, net of unearned income and allowance			249,170
Trading Assets			3,665
Premises and fixed assets (including capitalized leases)			4,173
Other real estate owned			657
Investments in unconsolidated subsidiaries and associated companies			392
Intangible assets
Goodwill			8,994
Other intangible assets			18,668
Other assets			16,668
Total assets		$	396,847
LIABILITIES
Deposits:
In domestic offices		$	269,773
Noninterest-bearing	75,101
Interest-bearing	194,672
In foreign offices, Edge and Agreement subsidiaries, and IBFs			43,580
Noninterest-bearing	6
Interest-bearing	43,574
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			3,911
Securities sold under agreements to repurchase			6,114

	Dollar Amounts
	In Millions
Trading liabilities		2,328
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		6,914
Subordinated notes and debentures		10,148
Other liabilities		14,055
Total liabilities	$	356,823
Minority interest in consolidated subsidiaries		58
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		24,751
Retained earnings		14,239
Accumulated other comprehensive income		456
Other equity capital components		0
Total equity capital		39,966
Total liabilities, minority interest, and equity capital	$	396,847

I, Karen B. Nelson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Nelson
Vice President  

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael Loughlin
John Stumpf	Directors
Carrie Tolstedt

EX-99.1 22 f28579orexv99w1.htm EXHIBIT 99.1

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in

any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer,

accountant, investment advisor or other professional.

LETTER OF TRANSMITTAL

AMERICAN PACIFIC CORPORATION

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2007

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2007, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS OF OUTSTANDING NOTES (AS DEFINED BELOW) MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By registered or certified mail, hand or overnight delivery:	Facsimile transmissions:	For additional information:
Wells Fargo Bank, National Association	(213) 614-3355	Wells Fargo Bank, National Association
Corporate Trust Department		Corporate Trust Department
707 Wilshire Blvd, 17th Floor	Confirm by	707 Wilshire Blvd, 17th Floor
Los Angeles, CA 90017	telephone:	Los Angeles, CA 90017
Attn: Maddy Hall, Assistant Vice President		(213) 614-2588
	(213) 614-2588	Attn: Maddy Hall, Assistant Vice President

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO AMERICAN PACIFIC CORPORATION.

By execution hereof, the undersigned acknowledges receipt of the prospectus dated          , 2007 (the “Prospectus”), of American Pacific Corporation, a Delaware corporation (the “Company”), and this letter of transmittal and the instructions hereto (the “Letter of Transmittal”), which together constitute the Company’s offer to exchange (the “Exchange Offer”) up to $110 million in aggregate principal amount of the Company’s 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for an equal principal amount of the Company’s previously issued and currently outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”). Recipients of the Prospectus should read the requirements described in the Prospectus with respect to their eligibility to

1

participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

PLEASE CAREFULLY READ THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE DETAILED INSTRUCTIONS BELOW, BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

This Letter of Transmittal is to be completed and delivered by a holder of Outstanding Notes:

•   if a tender is to be made by delivering certificates representing Outstanding Notes with this letter of transmittal;

•   if a tender of Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depository Trust Company (“DTC”) pursuant to the procedures set forth in the “Exchange Offer” section of the Prospectus and the tender is not being made through the Automated Tender Offer Program of DTC (“ATOP”); or

•   if a tender is made pursuant to the guaranteed delivery procedures in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”

Holders of Outstanding Notes that are tendering by book-entry transfer to the account maintained by the Exchange Agent at DTC can execute the tender through ATOP for which the Exchange Offer will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send an agent’s message forming part of a book-entry transfer in which the participant agrees to be bound by the terms of the Letter of Transmittal (an “Agent’s Message”) to the Exchange Agent for its acceptance on or before the Expiration Date. To be timely, book-entry delivery of Outstanding Notes requires receipt of a confirmation of a book-entry transfer on or before the Expiration Date.

In order to properly complete this Letter of Transmittal, a holder of Outstanding Notes must: (i) complete the box entitled “Description of Outstanding Notes Tendered”; (ii) if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions; (iii) sign the Letter of Transmittal by completing the box entitled “Sign Here to Tender Your Outstanding Notes in the Exchange Offer;” and (iv) complete the substitute Form W-9.

Holders of Outstanding Notes who desire to tender their Outstanding Notes for exchange, but (i) such holder’s Outstanding Notes are not immediately available, (ii) such holder cannot deliver their Outstanding Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, or (iii) such holder cannot complete the procedures for delivery by book-entry transfer on or prior to the Expiration Date, may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 2.

DELIVERY OF DOCUMENTS TO DTC OR THE COMPANY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. IN ORDER TO ENSURE PARTICIPATION IN THE EXCHANGE OFFER, OUTSTANDING NOTES MUST BE PROPERLY TENDERED PRIOR TO THE EXPIRATION DATE.

Holders of Outstanding Notes who wish to tender their Outstanding Notes for exchange must complete columns (1) through (3) in the box below entitled “Description of Outstanding Notes Tendered,” and sign the box below entitled “Sign Here to Tender Your Outstanding Notes in the Exchange Offer.” If only those columns are completed, such holder of Outstanding Notes will have tendered for exchange all Outstanding Notes listed in column (3) below. If the holder of Outstanding Notes wishes to tender for exchange less than all of such Outstanding Notes, column (4) must be completed in full. In such case, such holder of Outstanding Notes should refer to Instruction 5.

The Exchange Offer may be extended, terminated or amended, as provided in the Prospectus. During any such extension of the Exchange Offer, all Outstanding Notes previously tendered and not validly withdrawn pursuant to the Exchange Offer will remain subject to such Exchange Offer. If the Exchange Offer is amended in a manner we deem to constitute a material change, we will promptly disclose the amendment by means of a supplement to the Prospectus that will be distributed to the registered holders of the Outstanding Notes. Any delay in acceptance, extension, termination or amendment will be followed promptly by an oral or written notice of the event to the Exchange Agent. We will also make a public announcement of the event.

2

The undersigned hereby tenders for exchange the Outstanding Notes described in the box entitled “Description of Outstanding Notes Tendered” below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.

DESCRIPTION OF OUTSTANDING NOTES TENDERED
(1)		(3)	(4)
Name(s) and Address(es) of Registered	(2)	Aggregate Principal	Principal Amount
Owner(s)	Certificate	Amount Represented by	Tendered for Exchange
(Please fill in, if blank)	Number(s)	Certificate(s)(A)	(if less than all)(B)
Total Principal Amount of Outstanding Notes Tendered

(A)  Unless otherwise indicated, any tendering holder will be deemed to have tendered the entire principal amount represented by the Outstanding Notes indicated in this column. See Instruction 5.

(B)  The minimum permitted tender is $1,000 in principal amount of Outstanding Notes. All other tenders must be integral multiples of $1,000. See Instruction 5.

[  ]	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[  ]	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution: ­ ­
	DTC Book-Entry Number: ­ ­
	Transaction Code Number: ­ ­
[  ]	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
	Name(s) of Registered Holders: ­ ­
	Window Ticket Number (if any): ­ ­
	Date of Execution of Notice of Guaranteed Delivery: ­ ­
	Name of Eligible Institution (as defined below) that Guaranteed Delivery: ­ ­
	Name of Tendering Institution: ­ ­
	DTC Book-Entry Number: ­ ­
	Transaction Code Number: ­ ­

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[  ]	CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC BOOK-ENTRY NUMBER SET FORTH ABOVE.
[  ]	CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS OUTSTANDING NOTES ACQUIRED FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH OUTSTANDING NOTES.
	Name: ­ ­
	Address: ­ ­
	Aggregate Principal Amount of Outstanding Notes so Held: ­ ­

Only registered holders are entitled to tender their Outstanding Notes for exchange in the Exchange Offer. Any financial institution that is a participant in DTC’s system and whose name appears on a security position listing as the record owner of the Outstanding Notes and who wishes to make book-entry delivery of Outstanding Notes as described above must complete and execute a participant’s letter (which will be distributed to participants by DTC) instructing DTC’s nominee to tender such Outstanding Notes for exchange.

Persons who are beneficial owners of Outstanding Notes but are not registered holders (i.e., their notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee) and who seek to tender Outstanding Notes should:

•   contact the registered holder of such Outstanding Notes promptly and instruct such registered holder to tender on his or her behalf;

•   obtain and include with this Letter of Transmittal Outstanding Notes properly endorsed for transfer by the registered holder or accompanied by a properly completed bond power from the registered holder, with signatures on the endorsement or bond power guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an “Eligible Institution,” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act; or

•   effect a record transfer of such Outstanding Notes from the registered holder to such beneficial owner and comply with the requirements applicable to registered holders for tendering Outstanding Notes prior to the Expiration Date.

See the section titled “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus.

SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the aggregate principal amount of Outstanding Notes indicated in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered herewith, the undersigned hereby sells, assigns, transfers and exchanges to, or upon the order of, the Company all right, title and interest in and to all such Outstanding Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as agent of the Company) with respect to such Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

•   deliver such Outstanding Notes in registered certificated form, or transfer ownership of such Outstanding Notes through book-entry transfer at the book-entry transfer facility, to or upon the order of the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the same aggregate principal amount of the Exchange Notes;

•   present and deliver such Outstanding Notes for transfer on the books of the Company; and

•   receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

The undersigned represents and warrants that it has full power and authority to tender, sell, assign, exchange, and transfer the Outstanding Notes tendered hereby and that the Company will acquire good, marketable and unencumbered title to the tendered Outstanding Notes, free and clear of all security interests, liens, restrictions, charges and encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the same are accepted by the Company. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the registration rights agreement entered into with the guarantors and the initial purchaser named therein on February 6, 2007 (the “Registration Rights Agreement”) and the Company shall have no further obligations or liabilities thereunder except as expressly stated therein.

By tendering, each holder of Outstanding Notes represents that: (i) the Exchange Notes to be acquired in connection with the Exchange Offer by the holder and each beneficial owner of the Outstanding Notes will be acquired by the holder and each beneficial owner in the ordinary course of business of the holder and each beneficial owner; (ii) the holder and each beneficial owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) the holder and each beneficial owner acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “Commission”) set forth in the applicable no-action letters (see “The Exchange Offer — Resales of the Exchange Notes” in the Prospectus); (iv) if the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making or other trading activities, then such holder will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes acquired in the Exchange Offer; (v) neither the holder nor any beneficial owner is an “affiliate” (within the meaning of Rule 405 under the Securities Act) of us or any guarantor of the Outstanding Notes; (v) it is not a broker-dealer that acquired its Outstanding Notes directly from us in order to resell them in reliance on Rule 144A of the Securities Act or any other available exemption under the Securities Act; and (vi) in connection with a book-entry transfer, each participant will confirm that it makes the representations and warranties set forth in this Letter of Transmittal.

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The undersigned acknowledges that the Company is making this Exchange Offer in reliance on the position of the staff of the Commission, as set forth in certain interpretive letters issued to third parties in other transactions. Based on the Commission interpretations, the Company believes that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Outstanding Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the provisions of the Securities Act) without further compliance with the registration and prospectus delivery provisions of the Securities Act; provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders are not engaged in, and do not intend to engage in, a distribution of such Exchange Notes and have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the Company does not intend to request the Commission to consider, and the Commission has not considered, the Exchange Offer in the context of an interpretive letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances.

If the undersigned is not a broker-dealer, the undersigned represents and warrants that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on the applicable interpretations of the staff of the Commission and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, the undersigned represents that the Outstanding Notes were acquired for its own account as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company has agreed to amend or supplement the Prospectus from time to time, so that such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, for a period of up to 180 days after the Expiration Date (as such period may be extended as discussed below), in order to expedite or facilitate the disposition of Exchange Notes by participating broker-dealers consistent with the positions of the staff of the Commission noted above. The Company has agreed to notify such broker-dealers to suspend use of the Prospectus as promptly as practicable after the happening of any event during the aforementioned period that makes any statement in the Prospectus untrue in any material respect or that requires the making of any changes in the Prospectus to make the statements therein not misleading. In that regard, each broker-dealer agrees to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission. If the Company gives such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Company has given notice that the sale of Exchange Notes may be resumed, as the case may be. The Company has agreed that participating broker-dealers are authorized to deliver such Prospectus, as so amended or supplemented, during such period, as may be extended, in connection with such dispositions.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and personal and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Outstanding Notes properly tendered may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal.

The Exchange Offer is subject to certain conditions, each of which may be waived or modified by the Company, in whole or in part, at any time and from time to time, as described in the Prospectus under the caption “The Exchange Offer — Conditions of the Exchange Offer.” The undersigned recognizes that as a result of such conditions the Company may not be required to accept for exchange, or to issue Exchange Notes in exchange for, any of the Outstanding Notes

6

properly tendered hereby. In such event, the tendered Outstanding Notes not accepted for exchange will be returned to the undersigned without cost to the undersigned at the address shown below the undersigned’s signature(s) unless otherwise indicated under “Special Issuance Instructions” below.

Unless otherwise indicated under “Special Issuance Instructions” below, please return any certificates representing Outstanding Notes not tendered or not accepted for exchange in the name(s) of the holders appearing under “Description of Outstanding Notes Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail any certificates representing Outstanding Notes not tendered or not accepted for exchange (and accompanying documents as appropriate) to the address(es) of the holders appearing under “Description of Outstanding Notes Tendered.” In the event that both the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange in the name(s) of, and return any Outstanding Notes not tendered or not accepted for exchange to, the person or persons so indicated. Unless otherwise indicated under “Special Issuance Instructions,” in the case of a book-entry delivery of Outstanding Notes, please credit the account maintained at DTC with any Outstanding Notes not tendered or not accepted for exchange. The undersigned recognizes that the Company does not have any obligation pursuant to the Special Issuance Instructions, to transfer any Outstanding Notes from the name of the holder thereof if the Company does not accept for exchange any of the Outstanding Notes so tendered or if such transfer would not be in compliance with any transfer restrictions applicable to such Outstanding Notes.

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

To be completed ONLY if (i) Exchange Notes issued in exchange for Outstanding Notes, certificates for Outstanding Notes in a principal amount not exchanged for Exchange Notes, or Outstanding Notes (if any) not tendered for exchange are to be issued in the name of someone other than the undersigned, or (ii) Outstanding Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC other than the account indicated above in the box entitled, “Description of Outstanding Notes Tendered.”

Issue to:

Name: ­ ­

(Please Print)

Address: ­ ­

 ­ ­

 ­ ­

(Include Zip Code)

Taxpayer Identification or Social Security Number:

 ­ ­

Credit Outstanding Notes not exchanged and delivered by book-entry transfer to the DTC account set forth below:

 ­ ­

(Account Number)

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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

To be completed ONLY if the Exchange Notes issued in exchange for Outstanding Notes, certificates for Outstanding Notes in a principal amount not exchanged for Exchange Notes, or Outstanding Notes (if any) not tendered for exchange are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above in the box entitled, “Description of Outstanding Notes Tendered.”

Mail to:

Name: ­ ­

(Please Print)

Address: ­ ­

 ­ ­

 ­ ­

(Include Zip Code)

Taxpayer Identification or Social Security Number:

 ­ ­

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SIGN HERE TO TENDER YOUR OUTSTANDING NOTES IN THE EXCHANGE OFFER

SIGNATURE(S) OF HOLDERS OF OUTSTANDING NOTES

The undersigned has read and agrees to all of the terms of the Exchange Offer.

X ­ ­	Date: ­ ­
X ­ ­	Date: ­ ­
Signature of Owner

This Letter of Transmittal must be signed by the registered holders of Outstanding Notes exactly as the name(s) appear(s) on certificate(s) representing the Outstanding Notes or on a security position listing or by person(s) authorized to become registered holders by certificates and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.

Name(s): ­ ­	Address: ­ ­
(Please Print)	(Include Zip Code)
Capacity: ­ ­	Telephone Number: ­ ­
(Full Title)	(Include Area Code)

GUARANTEE OF SIGNATURE(S)
(If required — see Instructions 1 and 6)

Signature(s) Guaranteed by: ­ ­

(Authorized Signature)

 ­ ­

(Title of Officer Signing this Guarantee)

 ­ ­

(Name of Eligible Institution Guaranteeing Signatures — Please Print)

 ­ ­

(Address and Telephone Number of Eligible Institution Guaranteeing Signatures)

Date: ­ ­

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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.  Guarantee of Signatures. Signatures on this Letter of Transmittal or notice of withdrawal, as the case may be, need not be guaranteed by an Eligible Institution if: (i) tendered Outstanding Notes are registered in the name of the signer of the Letter of Transmittal, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions”; (ii) the Exchange Notes to be issued in exchange for the Outstanding Notes are to be issued in the name of the holder; and (iii) any untendered Outstanding Notes are to be reissued in the name of the holder.

In any other case: (a) the certificates representing the tendered Outstanding Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in a form satisfactory to us; (b) the tendered Outstanding Notes must be duly executed by the holder; and (c) signatures on the endorsement, bond power or powers of attorney must be guaranteed by an Eligible Institution.

If the Exchange Notes or Outstanding Notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note registrar for the Outstanding Notes, the signature in the Letter of Transmittal must be guaranteed by an Eligible Institution.

Persons who are beneficial owners of Outstanding Notes but are not the registered holder and who seek to tender Outstanding Notes for exchange should:

•   promptly contact the registered holder of such Outstanding Notes and instruct such registered holders to tender on his or her behalf;

•   obtain and include with this Letter of Transmittal, Outstanding Notes properly endorsed for transfer by the registered holder or accompanied by a properly completed bond power from the registered holder, with signatures on the endorsement or bond power guaranteed by an Eligible Institution; or

•   effect a record transfer of such Outstanding Notes from the registered holder to such beneficial owner and comply with the requirements applicable to registered holders for tendering Outstanding Notes prior to the Expiration Date. See Instruction 6.

2.  Delivery of this Letter of Transmittal and Certificates for Outstanding Notes or Book-Entry Confirmations; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by a holder:

•   if a tender is to be made by delivering certificates representing Outstanding Notes with this letter of transmittal;

•   if a tender of Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC pursuant to the procedures set forth in the “Exchange Offer” section of the Prospectus and the tender is not being made through ATOP; or

•   if a tender is made pursuant to the guaranteed delivery procedures in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”

All physically delivered Outstanding Notes (or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Outstanding Notes delivered electronically), as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimiles thereof) and any other required documents, must be received by the Exchange Agent at its address set forth on the cover of this Letter of Transmittal prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC or the Company does not constitute delivery to the Exchange Agent.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT HOLDERS USE PROPERLY INSURED REGISTERED MAIL (RETURN RECEIPT REQUESTED), OVERNIGHT COURIER OR HAND DELIVERY SERVICE, AND THAT THE MAILING BE SUFFICIENTLY IN ADVANCE OF THE

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EXPIRATION DATE, TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES TENDERED FOR EXCHANGE IN THE EXCHANGE OFFER SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE COMPANY.

A holder of Outstanding Notes who desires to tender their Outstanding Notes for exchange, but (i) such holder’s Outstanding Notes are not immediately available, (ii) such holder cannot deliver their Outstanding Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, or (iii) such holder cannot complete the procedures for delivery by book-entry transfer on or prior to the Expiration Date, may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”

Pursuant to the guaranteed delivery procedures:

•   your tender of Outstanding Notes must be made by or through an Eligible Institution and you must properly complete and duly execute a Notice of Guaranteed Delivery;

•   on or prior to the Expiration Date, the Exchange Agent must have received from you and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder, the certificate number or numbers of the tendered Outstanding Notes, and the principal amount of tendered Outstanding Notes, stating that the tender is being made thereby and guaranteeing that, within three (3) business days after the date of delivery of the Notice of Guaranteed Delivery, the tendered Outstanding Notes, a duly executed Letter of Transmittal and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and

•   such properly completed and executed documents required by the Letter of Transmittal and the tendered Outstanding Notes in proper form for transfer (or confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC) must be received by the Exchange Agent within three (3) business days after the Expiration Date.

Any holder who wishes to tender their Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to 5:00 p.m., New York City time, on the Expiration Date.

Unless Outstanding Notes being tendered by the above-described method are deposited with the Exchange Agent, a tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed Letter of Transmittal, or a properly transmitted agent’s message, accompanied by the Outstanding Notes or a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility is received by the Exchange Agent.

Issuances of Exchange Notes in exchange for Outstanding Notes tendered pursuant to a notice of guaranteed delivery will be made only against deposit of this Letter of Transmittal and any other required documents and the tendered Outstanding Notes or a confirmation of book-entry and an agent’s message.

All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Outstanding Notes for exchange.

DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY OUTSTANDING NOTES TO THE COMPANY.

3.  Inadequate Space. If the space provided in the box entitled “Description of Outstanding Notes Tendered” above is inadequate, the certificate numbers and principal amounts of Outstanding Notes tendered should be listed on a separate signed schedule affixed hereto.

4.  Withdrawal of Tenders. A tender of Outstanding Notes may be withdrawn at any time prior to the Expiration Date. To withdraw a tender of Outstanding Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at the address set forth on the cover of this Letter of Transmittal or a properly transmitted “Request Message” through ATOP must be received by the Exchange Act prior to the Expiration Date. To be effective, a notice of withdrawal must: (i) specify the name of the person having deposited the Outstanding

12

Notes to be withdrawn (the “Depositor”); (ii) identify the Outstanding Notes to be withdrawn, including the certificate number or numbers and principal amount of such Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited; (iii) specify the principal amount of Outstanding Notes to be withdrawn; (iv) include a statement that such holder is withdrawing his or her election to have such Outstanding Notes exchanged; (v) other than a notice transmitted through ATOP, be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Outstanding Notes were tendered or as otherwise described above (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture register the transfer of such Outstanding Notes into the name of the person withdrawing the tender; and (vi) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor.

The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility. All questions as to the validity of notices of withdrawals, including, time of receipt, will be determined by the Company and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

5.  Partial Tenders (Not Applicable to Holders of Outstanding Notes that Tender by Book-Entry Transfer). Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000 principal amount. If a tender for exchange is to be made with respect to less than the entire principal amount of any Outstanding Notes, fill in the principal amount of Outstanding Notes which are tendered for exchange in column (4) of the box entitled “Description of Outstanding Notes Tendered,” as more fully described in the footnotes thereto. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Outstanding Notes, will be sent to the holders of Outstanding Notes unless otherwise indicated in the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” above, as soon as practicable after the expiration or termination of the Exchange Offer.

6.  Signatures on this Letter of Transmittal; Bond Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder of the Outstanding Notes tendered for exchange hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are names in which certificates are held.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of their authority so to act must be submitted, unless waived by the Company.

If this Letter of Transmittal is signed by the registered holder of the Outstanding Notes listed and transmitted hereby, no endorsements of certificates or separate bond powers are required unless certificates for Outstanding Notes not tendered or not accepted for exchange are to be issued or returned in the name of a person other than for the registered holder thereof. Signatures on such certificates must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

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If this Letter of Transmittal is signed by a person other than the registered holder of the Outstanding Notes, the certificates representing such Outstanding Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in any case signed by such registered holder exactly as the name(s) of the registered holder of the Outstanding Notes appear(s) on the certificates. Signatures on the endorsement or bond power must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

7.  Transfer Taxes. Except as set forth in this Instruction 7, the Company will pay or cause to be paid any transfer taxes applicable to the exchange of the Outstanding Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of any transfer taxes (whether imposed on the registered holders or any other persons) will be payable by the tendering holder. If satisfactory evidence of the payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

8.  Special Issuance and Delivery Instructions. Tendering holders of Outstanding Notes should indicate in the applicable box the name and address to which the Exchange Notes issued pursuant to the Exchange Offer and any substitute certificates evidencing the Outstanding Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the Employer Identification or Social Security Number of the person named must also be indicated. A holder of Outstanding Notes tendering Outstanding Notes by book-entry transfer may request that the Exchange Notes and the Outstanding Notes not exchanged be credited to such account maintained at the DTC as such holder of Outstanding Notes may designate. If no such instructions are given, such Exchange Notes and Outstanding Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account listed beneath the box entitled “Description of Outstanding Notes.”

9.  Irregularities. All questions as to the forms of all documents and the validity of (including time of receipt) and acceptance of the tenders and withdrawals of Outstanding Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any or all tenders of Outstanding Notes that are not in proper form or the acceptance of which would, in the Company’s opinion or the judgment of the Company’s counsel, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Company’s interpretations of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with tenders of Outstanding Notes must be cured within such time as the Company determines, unless waived by the Company. Tenders of Outstanding Notes shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. Neither the Company, the Exchange Agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of Outstanding Notes, or will incur any liability to registered holders of Outstanding Notes for failure to give such notice.

10.  Waiver of Conditions. To the extent permitted by applicable law, the Company reserves the right to waive any and all conditions to the Exchange Offer as described under “The Exchange Offer — Conditions to the Exchange Offer” in the Prospectus, and accept for exchange any Outstanding Notes tendered.

11.  Tax Identification Number and Backup Withholding. To prevent backup withholding on any payments that are made to a holder with respect to the exchange notes, the holder is required to provide the Company (as payer) or other payer with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below or otherwise establish a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payer is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service, and all payments that are made to such holder may be subject to backup withholding. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the Outstanding Notes are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute W-9 (the W-9 Guidelines) attached hereto.

Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed W-9 Guidelines for additional instructions.

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To prevent backup withholding on reportable payments of principal and interest, including any additional interest, by the Company (when acting as payer), each tendering holder of Outstanding Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Outstanding Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, or other appropriate Form W-8. These forms may be obtained from the Exchange Agent. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write “applied for” in lieu of its TIN. Note: checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder checks the box in Part 2 of the Substitute Form W-9 and writes “applied for” on that form, backup withholding, currently at a rate of 28%, will nevertheless apply to all reportable payments made to such holder if such holder does not provide a TIN by the time of payment. If such a holder furnishes its TIN to the Company within 60 calendar days, however, any amounts so withheld shall be refunded to such holder.

Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

12.  Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal for further instructions.

13.  Requests for Assistance or Additional Copies. Requests for assistance relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Exchange Agent at its address set forth on the cover of this Letter of Transmittal.

14.  No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

15.  No Notice of Defect. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Outstanding Notes nor shall any of them incur any liability for failure to give any such notice.

16.  Incorporation of Letter of Transmittal. This Letter of Transmittal shall be deemed to be incorporated in and acknowledged and accepted by any tender through ATOP procedures by any participant on behalf of itself and the beneficial owners of any Outstanding Notes so tendered.

IMPORTANT — All physically delivered Outstanding Notes (or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC, in the case of book-entry transfer not effected through ATOP), as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimiles thereof) and any other required documents, must be received by the Exchange Agent at its address set forth on the cover of this Letter of Transmittal prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth in this Letter of Transmittal. Delivery of the documents to DTC or the Company does not constitute delivery to the Exchange Agent.

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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 11)
PAYER’S NAME: WELLS FARGO BANK, NATIONAL ASSOCIATION

SUBSTITUTE Form W-9 Payer’s Request for Taxpayer Identification Number (TIN)	PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (TIN) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. IF YOU ARE AWAITING A TIN, CHECK THE BOX IN PART III. FOR ADDITIONAL INSTRUCTIONS, SEE THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TIN ON SUBSTITUTE FORM W-9. Name: ­ ­ Business Name: ­ ­	Part I — Social Security Number OR Employer Identification Number Part II — For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, check the Exempt box below, and complete the Substitute Form W-9. Exempt o
	Please check appropriate box
	o Individual/Sole Proprietor o Corporation o Partnership o Other	Part III Awaiting TIN o Please complete the Certificate of Awaiting Taxpayer Number below.
	Address
	City, State, Zip Code

Certification — Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

(3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you arc currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.)

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

SIGNATURE:                                                                                DATE:                    

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART III OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number, 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification number.

SIGNATURE:                                                                                DATE:                    

NOTE:  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN A $50 PENALTY IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 28% OF ANY PAYMENT. PLEASE REVIEW THE ENCLOSED GUIDELINES.

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GUIDELINES FOR CERTIFICATION OF

TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer— 

Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

	For this type of account:	Give the name and social security number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)
	b. So-called trust account that is not a legal or valid trust under state law	The grantor-trustee(1) The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
	For this type of account:	Give the name and employer identification number of—
6.	Sole proprietorship or single-member LLC	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:   If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:

1.	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).
2.	The United States or any of its agencies or instrumentalities.
3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
4.	A foreign government or any of its political subdivisions, agencies or instrumentalities.
5.	An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

 6.  A corporation.

7.	A foreign central bank of issue.
8.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
9.	A futures commission merchant registered with the Commodity Futures Trading Commission.
10.	A real estate investment trust.
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A common trust fund operated by a bank under Section 584(a).
13.	A financial institution.
14.	A middleman known in the investment community as a nominee or custodian.
15.	A trust exempt from tax under Section 664 or described in Section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for. .	THEN the payment is exempt for. .
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax

18

laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)	Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2)	Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
(3)	Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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EX-99.2 23 f28579orexv99w2.htm EXHIBIT 99.2

Exhibit 99.2

EXCHANGE AGENT AND DEPOSITARY AGREEMENT

     This Exchange Agent & Depositary Agreement (this “Agreement”) is entered into as of this            day of                                          2007 by and between American Pacific Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association having its principal corporate trust offices in Minneapolis, Minnesota (hereinafter referred to as “Wells Fargo”).

     WHEREAS, the Company is offering to exchange all of its outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”) for its 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”) upon the terms and subject to the conditions set forth in the Prospectus dated                                                    , 2007 (the “Prospectus”), and the related Letter of Transmittal, which together, as they may be supplemented or amended from time to time, constitute the “Exchange Offer.” All capitalized terms not defined herein shall have the meaning ascribed to such term in the Exchange Offer.

     WHEREAS, the Company hereby appoints Wells Fargo to act as the exchange agent and depositary (together, the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to Wells Fargo.

     The Exchange Offer is expected to be commenced by the Company on or about                                                    , 2007. The Letter of Transmittal that accompanies the Exchange Offer (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of DTC (as defined below)) is to be used by the holders of the Outstanding Notes to accept the Exchange Offer. The Letter of Transmittal contains instructions with respect to the delivery of certificates for Outstanding Notes tendered in connection therewith.

     The Exchange Offer shall expire at __:00 p.m., New York City time, on                                                    , 2007, or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions of the Exchange Offer, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing or via e-mail) or written notice to you before 9:00 a.m., New York City time, on the business day following the scheduled Expiration Date.

     The Company expressly reserves the right, in its sole discretion, to (1) delay accepting any validly tendered Outstanding Notes or (2) terminate or amend the Exchange Offer, in each case, by giving oral or written notice (any such oral notice to be promptly confirmed in writing or via e-mail) of such delay, termination or amendment to the Exchange Agent. The Company will give oral (promptly confirmed in writing or via e-mail) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.

     In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “The Exchange Offer” or as specifically set forth

	herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.
2.	You will establish a book-entry account in respect of the Outstanding Notes at The Depository Trust Company (“DTC”), no later than two business days after the date of the Prospectus, in connection with the Exchange Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of the Outstanding Notes by causing DTC to transfer such Outstanding Notes into the account maintained by you, pursuant to this section, in accordance with DTC’s procedures for such transfer, and you may effect a withdrawal of Outstanding Notes through such account by book-entry movement. The account shall be maintained until all Outstanding Notes tendered pursuant to the Exchange Offer shall have been either accepted or returned.
3.	You are to examine each of the Letters of Transmittal and certificates for Outstanding Notes (or confirmation of book-entry transfer into your account at DTC) and any other documents delivered or mailed to you by or for holders of the Outstanding Notes to ascertain whether: (a) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (b) the Outstanding Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Outstanding Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected.
4.	With the approval of the Chief Executive Officer, the President or the Chief Financial Officer of the Company (such approval, if given orally, to be promptly confirmed in writing or via e-mail), or any other party designated in writing by such officer of the Company, you are authorized to waive any irregularities in connection with any tender pursuant to the Exchange Offer.

     Tenders of Outstanding Notes may be made only as set forth in the section of the Prospectus captioned “The Exchange Offer — Procedures for Tendering Outstanding Notes” and Outstanding Notes shall be considered properly tendered or delivered to you only when tendered in accordance with the procedures set forth therein.

5.	Notwithstanding the provisions of Section 4 of this Agreement, Outstanding Notes that the Chief Executive Officer, the President or the Chief Financial Officer of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing or via e-mail).
6.	You shall advise the Company with respect to any Outstanding Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Outstanding Notes.

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7. You shall accept tenders:

(a)	in cases where the Outstanding Notes are registered in two or more names only if signed by all named holders;
(b)	in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and
(c)	from persons other than the registered holder of Outstanding Notes, provided that customary transfer requirements, including payment of any applicable transfer taxes are fulfilled.

     You shall accept partial tenders of Outstanding Notes where so indicated and as permitted in the Letter of Transmittal (only to the extent that the partial tender is equal to $1,000 in aggregate principal amount or an integral multiple thereof) and deliver certificates for Outstanding Notes to the registrar for split-up and return any untendered Outstanding Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

8.	Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing or via e-mail) of its acceptance, promptly after the Expiration Date, of all Outstanding Notes properly tendered indicating the aggregate principal amount of Outstanding Notes accepted. You, on behalf of the Company, will exchange, in accordance with the terms hereof, accepted Outstanding Notes for Exchange Notes and cause such Outstanding Notes to be cancelled. Delivery of the Exchange Notes will be made on behalf of the Company by you at the rate of $1,000 principal amount of Exchange Notes for each $1,000 principal amount of the corresponding series of Outstanding Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing or via e-mail) of acceptance of such Outstanding Notes by the Company; provided, however, that in all cases, Outstanding Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Outstanding Notes (or confirmation of book-entry transfer into your account at DTC), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents, or an agent’s message in lieu thereof. You shall issue Exchange Notes only in denominations of $1,000 or any integral multiple thereof.
9.	Outstanding Notes tendered pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at anytime prior to the Expiration Date.
10.	The Company shall not be required to exchange any Outstanding Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Outstanding Notes tendered shall be given

3

	(such notice, if given orally, to be promptly confirmed in writing or via e-mail) by the Company to you.
11.	If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Outstanding Notes tendered, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Outstanding Notes (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them.
12.	All certificates for Exchange Notes and unaccepted Outstanding Notes shall be forwarded by first-class mail or (in the cases of Outstanding Notes tendered by book-entry transfer) by book-entry transfer to the DTC account specified by the holder of the Outstanding Notes in the Letter of Transmittal (or agent’s message in lieu thereof).
13.	You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.
14.	As Exchange Agent hereunder you:

(a)	shall not be liable for any action or omission to act unless the same constitutes your own gross negligence, willful misconduct or bad faith, and in no event shall you be liable to a securityholder, the Company or any third party for special, indirect or consequential damages, or lost profits, arising in connection with this Agreement;
(b)	shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between you and the Company;
(c)	will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Outstanding Notes represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer;
(d)	shall not be obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity satisfactory to you;
(e)	may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed or presented by the proper person or persons;
(f)	may reasonably act upon any tender, statement, request, document, certificate, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of

4

	any information contained therein, which you shall in good faith reasonably believe to be genuine or to have been signed or presented by the proper person or persons;
(g)	may conclusively rely on and shall be protected in acting upon written or oral instructions from any authorized officer of the Company;
(h)	may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and
(i)	shall not advise any person tendering Outstanding Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any security, including the Outstanding Notes.

15.	You shall take such action as may from time to time be requested by the Company (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as described in the Prospectus), or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: Chief Financial Officer.
16.	You are authorized to cooperate with and to furnish information to any organization (and its representatives) designated from time to time by the Company in the manner directed or authorized by the Company in connection with the Exchange Offer and any tenders thereunder.
17.	You shall advise by e-mail or facsimile transmission Dana M. Kelley, Chief Financial Officer (at the facsimile number (702) 735-2200 or the e-mail address dkelley@apfc.com), and such other person or persons as Company may request, weekly (and more frequently during the week immediately preceding the Expiration Date, if requested) up to and including the Expiration Date, as to the aggregate principal amount of Outstanding Notes which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as items properly received and items improperly received. In addition, you also will inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date and

5

	each other Expiration Date, if any, the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall then prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Outstanding Notes tendered and the amount accepted and deliver such list to the Company.
18.	Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date, and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company.
19.	For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto. The provisions of this section shall survive the termination of this Agreement.
20.	You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities and indemnification as Exchange Agent.
21.	The Company covenants and agrees to indemnify and hold you harmless in your capacity as Exchange Agent against any and all loss, liability, cost or expense, including reasonable attorneys’ fees and reasonable expenses, incurred without ordinary or gross negligence, willful misconduct or bad faith on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Outstanding Notes reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Outstanding Notes. In each case, the Company shall be notified by you, by letter or facsimile transmission, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or shall have been served with a summons in connection therewith. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a conflict of interest exists between you and the Company. The provisions of this section shall survive the termination of this Agreement.

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22.	You shall arrange to comply with all applicable withholding and tax reporting requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service (e.g., 1099, 1099B, etc.) as directed in writing by the Company.
23.	You shall deliver or cause to be delivered in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the transfer of Outstanding Notes to the Company, the Company’s payment in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.
24.	This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of laws principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto.
25.	This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.
26.	In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
27.	This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally.
28.	Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below:

If to the Company:

American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada 89169
Attn: Chief Financial Officer
Fax: (702) 699-4163

With a copy to:

Morrison & Foerster LLP
425 Market Street

7

San Francisco, CA 94105-2482
Attn: Zane O. Gresham, Esq. and Liza Mark, Esq.
Fax: (415) 268-7522

If to the Exchange Agent:

Wells Fargo Bank, N.A.
Corporate Trust Services
707 Wilshire Blvd, 17th Floor
MAC E2818-176
Los Angeles, CA 90017
Attn: Maddy Hall
Fax: 213-614-2588

29.

Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 19 and 21 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Outstanding Notes, funds or property then held by you as Exchange Agent under this Agreement.

30.

This Agreement shall be binding and effective as of the date hereof.

8

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first above written.

American Pacific Corporation, a Delaware corporation

By:
	Name:
	Title:
Wells Fargo Bank, N.A., as Exchange Agent and Depositary
By:
	Name:
	Title:

(Signature page for Exchange Agent & Depositary Agreement)

Schedule I

COMPENSATION OF EXCHANGE AGENT:

Exchange Agent & Depositary Services: $

EX-99.4 24 f28579orexv99w4.htm EXHIBIT 99.4

Exhibit 99.4

NOTICE OF GUARANTEED DELIVERY FOR

AMERICAN PACIFIC CORPORATION

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2007

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2007, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS OF OUTSTANDING NOTES (AS DEFINED BELOW) MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By registered or certified mail, hand or overnight delivery:	Facsimile transmissions:	For additional information:
Wells Fargo Bank, National Association	(213) 614-3355	Wells Fargo Bank, National Association
Corporate Trust Department		Corporate Trust Department
707 Wilshire Blvd, 17th Floor	Confirm by telephone:	707 Wilshire Blvd, 17th Floor
Los Angeles, CA 90017		Los Angeles, CA 90017
Attn: Maddy Hall, Assistant Vice President	(213) 614-2588	(213) 614-2588
		Attn: Maddy Hall, Assistant Vice President

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER OF TRANSMITTAL.

This form or one substantially equivalent hereto must be used by a holder of the previously issued and outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”) of American Pacific Corporation, a Delaware corporation (the “Company”) to accept the Company’s offer to exchange (the “Exchange Offer”) up to $111,000,000 in aggregate principal amount of the Company’s 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”) for an equal principal amount of the Outstanding Notes, made pursuant to the Prospectus, dated          , 2007 (the “Prospectus”), and the related Letter of Transmittal and the instructions thereto (the “Letter of Transmittal”) if such holder’s Outstanding Notes are not immediately available, such holder cannot deliver their Outstanding Notes, the Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date, or such holder cannot complete the procedures for delivery by book-entry transfer on or prior to the Expiration Date. This form may be delivered by mail or hand delivery or transmitted, via facsimile, to the Exchange Agent as set forth above. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus or the Letter of Transmittal.

1

Ladies and Gentlemen:

The undersigned hereby tenders to the Company upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal (receipt of which is hereby acknowledged), the aggregate principal amount of Outstanding Notes specified below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal.

By so tendering the Outstanding Notes, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Outstanding Notes set forth in the Letter of Transmittal. The undersigned understands that tenders of Outstanding Notes may be withdrawn pursuant to Instruction 4 of the Letter of Transmittal.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned hereby tenders the Outstanding Notes listed below:

Name(s), Address(es) and Telephone		Aggregate Principal Amount of Outstanding
Number(s) of Registered Holder(s)		Notes
	Certificate Number(s)	Tendered (if less than all)
Total Principal Amount of Outstanding Notes Tendered

If Outstanding Notes will be delivered by book-entry transfer to the Depository Trust Company, please provide the account number. Account number:                    

PLEASE SIGN AND COMPLETE

X		Date:
X		Date:
	(Signature(s) of Registered Holder or Authorized Signatory)

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Outstanding Notes exactly as their name(s) appear(s) on certificate(s) representing the Outstanding Notes or on a security position listing or by person(s) authorized to become registered holders by certificates and documents transmitted herewith.

If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 2.

PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ­ ­	Address: ­ ­
Capacity: ­ ­
(Full Title)
	(Include Zip Code)
Name(s): ­ ­	Telephone Number: ­ ­
Capacity: ­ ­	(Include Area Code)
(Full Title)

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

2

GUARANTEE
(Not to Be Used for Signature Guarantee)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an Eligible Guarantor Institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), hereby (1) represents that each holder of the Outstanding Notes on whose behalf this tender is being made own(s) the Outstanding Notes covered hereby within the meaning of Rule 13d-3 under the Exchange Act, (2) represents that such tender of the Outstanding Notes complies with Rule 14e-4 of the Exchange Act and (3) guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Outstanding Notes being tendered hereby for exchange pursuant to the Exchange Offer in proper form for transfer (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility of the Depository Trust Company) with delivery of a properly completed and duly executed letter of transmittal (or facsimile thereof), with any required signature guarantees, or in lieu of a letter of transmittal a message from the Depository Trust Company stating that the tendering holder has expressly acknowledged receipt of, and agreement to be bound by and held accountable under, the letter of transmittal, and any other required documents, all within three business days after the Expiration Date of the Exchange Offer.

The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Outstanding Notes to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name of Firm: ­ ­	Address: ­ ­
By: ­ ­	­ ­
(Authorized Signature)	­ ­
Name: ­ ­	(Include Zip Code)
Title: ­ ­	Telephone Number: ­ ­
(Full Title)	(Include Area Code)
	Date: ­ ­

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

3

INSTRUCTIONS

1.   Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery.

2.   Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder of the Outstanding Notes tendered for exchange hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Depository Trust Company whose name appears on a security position listing as the owner of the Outstanding Notes, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder of the Outstanding Notes or a participant of the Depository Trust Company, the certificates representing such Outstanding Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in any case signed by such registered holder exactly as the name(s) of the registered holder of the Outstanding Notes appear(s) on the certificates. Signatures on the endorsement or bond power must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

If this Notice of Guaranteed Delivery is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of its authority so to act must be submitted, unless waived by the Company.

3.   Requests for Assistance or Additional Copies.

Requests for assistance relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and the Notice of Guaranteed Delivery may be directed to the Exchange Agent at its address set forth on the cover of this Notice of Guaranteed Delivery.

4

EX-99.5 25 f28579orexv99w5.htm EXHIBIT 99.5

Exhibit 99.5

AMERICAN PACIFIC CORPORATION

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2007

To Our Clients:

Enclosed for your consideration is a prospectus dated          , 2007 (the “Prospectus”) and the related letter of transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of American Pacific Corporation, a Delaware corporation (the “Company”), to exchange up to $110,000,000 in aggregate principal amount of the Company’s 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for an equal principal amount of the Company’s previously issued and outstanding 9% Senior Notes due 2015, which have certain transfer restrictions (the “Outstanding Notes”), upon the terms and subject to the conditions described in the Prospectus and the related Letter of Transmittal. The Exchange Offer is intended to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated February 6, 2007, between the Company, the guarantors and the initial purchasers named therein.

This material is being forwarded to you as the beneficial owner of the Outstanding Notes carried by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the holder of record and pursuant to your instructions unless you obtain a properly completed bond power from us or arrange to have the Outstanding Notes registered in your name.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Please forward your instructions to us as promptly as possible in order to permit us to tender the Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007 (the “Expiration Date”), unless extended by the Company. Any Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn any time before 5:00 p.m., New York City time, on the Expiration Date.

Your attention is directed to the following:

1.	The Exchange Offer is for any and all of the Outstanding Notes.
2.	The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “Exchange Offer — Conditions of the Exchange Offer.”
3.	The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Company.

If you wish to have us tender your Outstanding Notes, please so instruct us by completing, executing and returning to us the instruction form accompanying this letter.

1

The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender the Outstanding Notes unless you obtain a properly completed bond power from us or arrange to have the Outstanding Notes registered in your name.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to therein relating to the Exchange Offer made by the Company with respect to the Outstanding Notes.

This will instruct you to tender the Outstanding Notes held by you for the account of the undersigned, upon and subject to terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

o	Please tender the Outstanding Notes held by you for the account of the undersigned as indicated below:
	Aggregate Principal Amount of the Outstanding Notes:
		(must be in an integral multiple of $1,000 in principal amount)
o	Please do not tender any Outstanding Notes held by you for the account of the undersigned.

Signature(s) ­ ­

Please print name(s) here: ­ ­

Date(s): ­ ­

Addresses: ­ ­

Area Code(s) and Telephone Number(s): ­ ­

Tax Identification or Social Security Number(s): ­ ­

None of the Outstanding Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Outstanding Notes held by us for your account.

2

EX-99.6 26 f28579orexv99w6.htm EXHIBIT 99.6

Exhibit 99.6

AMERICAN PACIFIC CORPORATION

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2007

To: Brokers, Dealers and Other Nominees

American Pacific Corporation, a Delaware corporation (the “Company”), is offering to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the prospectus dated          , 2007 (the “Prospectus”) and the enclosed letter of transmittal (the “Letter of Transmittal”), up to $110,000,000 in aggregate principal amount of the Company’s 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for an equal principal amount of the Company’s previously issued and outstanding 9% Senior Notes due 2015, which have certain transfer restrictions (the “Outstanding Notes”). The Exchange Offer is intended to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated February 6, 2007, between the Company, the guarantors and the initial purchaser named therein.

We are requesting that you contact your clients for whom you hold the Outstanding Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold the Outstanding Notes registered in your name or in the name of your nominee, or who hold the Outstanding Notes registered in their own names, we are enclosing the following documents:

1.	The Prospectus;
2.	The Letter of Transmittal for your use, for the use of your clients who have either arranged to have the Outstanding Notes registered in their name or obtained a properly completed bond power, and for the information of your other clients;
3.	A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for the Outstanding Notes are not immediately available or time will not permit all required documents to reach Wells Fargo Bank, National Association (the “Exchange Agent”) prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis; and
4.	A form of letter which may be sent to your clients for whose account you hold the Outstanding Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007 (the “Expiration Date”), unless extended by the Company. Any Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or a message from The Depository Trust Company stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal), with any required signature guarantees and any other required documents, must be sent to the Exchange Agent, and certificates representing the Outstanding Notes must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their certificates for the Outstanding Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

American Pacific Corporation

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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EX-3.13

Exhibit 3.13

ARTICLES OF INCORPORATION

OF

AMPAC FARMS, INC.

          THE UNDERSIGNED natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the laws of the State of Nevada, adopts the following Articles of Incorporation for such corporation.

ARTICLE I—NAME

          The name of the corporation is AMPAC FARMS, INC.

ARTICLE II—INITIAL REGISTERED OFFICE AND AGENT

          The address of this corporation’s initial registered office in the State of Nevada and the name of its initial registered agent at such address is:

R. Glen Woods
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109

ARTICLE III—PURPOSES

          The corporation may engage in any activity or business permitted under the laws of the United States and the State of Nevada.

ARTICLE IV—STOCK

          The amount of the total authorized capital stock of this corporation, and the number and par value of the shares of which it is to consist are as follows:

TWENTY THOUSAND shares of common stock with a par value of ONE DOLLAR ($1.00) per share.

The common shares of the corporation may be issued from time to time in one or more series. The Board of Directors of the corporation is vested with authority to fix by resolution or

resolutions the designations and the voting rights, preferences and relative participating, optional or other rights, if any, and the qualifications, limitations, the dividend rates, conversion rights, redemption prices and terms, or liquidation or distribution preferences, if any, of any series of common stock, and to fix the number of shares constituting any series, and to increase or decrease the number of shares of any series (but not below the number of shares thereof then outstanding).

ARTICLE V—DIRECTORS

          The members of the governing board of the corporation shall be styled “Directors.” The number of Directors constituting the initial Board of Directors of this corporation is three (3); provided, however, that the Board of Directors may, at any meetings duly called according to notice, and by appropriate resolutions, increase the number of such Directors to as many as nine (9), and may decrease the number of such Directors to as few as one (1). Directors shall be chosen for a term of office of one year, or until their successors have been duly elected and qualified.

          The names and addresses of persons who are to serve initially as Directors, until the first annual meeting of shareholders of the corporation, and thereafter until their successors are elected and qualify, are:

Fred D. Gibson, Jr.
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109

C. Keith Rooker
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109

James J. Peveler
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89109

ARTICLE VI—ASSESSMENT OF STOCK

          The capital stock and the holders thereof, after the amount of the subscription price therefor has been paid in to the corporation, shall not be subject to any assessment to pay the debts of the corporation, or for any other purpose.

2

ARTICLE VIII—DURATION

          The corporation is to have perpetual existence.

ARTICLE IX—ACTIONS BY BOARD OF DIRECTORS

          In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized:

To make, alter amend and rescind the bylaws of the corporation, to fix the amount to be reserved as working capital, to fix the times for the declaration and payment of dividends, and to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

With the consent in writing or pursuant to the affirmative vote of the holders of at least a majority of the stock issued and outstanding, at a meeting of shareholders duly called for that purpose, to sell, assign, transfer or otherwise dispose of the property of the corporation as an entity.

In order to promote the interests of the corporation and to encourage the utilization of the corporation’s lands and other property, to sell, assign, transfer, lease and in any lawful manner dispose of such portions of said property as the Board of Directors shall deem advisable, and to use and apply the funds received in payment therefor to the surplus account for the benefit of the corporation, or to the payment of dividends, or otherwise; provided that a majority of the whole Board of Directors concurs therein, and further provided that the capital stock shall not be decreased except in accordance with the laws of Nevada.

ARTICLE X—INTERNAL AFFAIRS

          Except as otherwise specifically provided in these Articles of Incorporation, the internal affairs of the corporation shall be governed as provided in such bylaws as may be established and amended from time to time by the corporation’s board of directors.

ARTICLE XI—AMENDMENT

          These articles of incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment. The corporation reserves the right to amend, alter or repeal any provisions contained in these articles of incorporation in the

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manner now or hereafter prescribed by statute, and all rights conferred on shareholders or Directors herein are granted subject to this reservation.

ARTICLE XII—SHAREHOLDER RIGHTS

          The holders of the shares of capital stock of this corporation shall have preemptive rights to acquire the unissued shares of capital stock of this corporation to the extent provided in Section 78.265 of the Nevada Revised Statutes, as such Statutes exist on the effective date of the filing of these Articles of Incorporation.

          Subject to the provisions of the foregoing paragraph, the authorized and treasury stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall determine. Cumulative voting of shares in the election of Directors shall not be permitted.

ARTICLE XIII—CONTRACTS WITH DIRECTORS

          No contract or other transaction between this corporation and one or more of its Directors or officers, or between this corporation and any other corporation, firm or association in which one or more of its Directors or officers are Directors or officers or are financially interested, shall be either void or voidable solely because of such relationship or interest or solely because any such Director or officer is present at the meeting of the Board of Directors, or a committee thereof, that authorizes or approves the contract or transaction, or because the vote or votes of common or interested Directors are counted for such purpose, if: (a) The fact of the common directorship or financial interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction, and is noted in the minutes of the meeting or in the form of written consent of the Board or committee at which the Board or committee authorizes, approves or ratifies the contract or transaction, by vote or consent sufficient for the purpose without counting the vote or consent of such interested Director or Directors; or (b) The fact of the common directorship or financial interest is disclosed or known to the shareholders, and they authorize, approve or ratify such contract or transaction in good faith by a majority vote or by written consent of shareholders holding a majority of the shares entitled to vote (the vote or votes of the common or interested Directors or officers shall be counted in any such vote of shareholders); or (c) The contract or transaction is fair and reasonable to the corporation at the time it is authorized or approved. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof that authorizes, approves or ratifies such contract or transaction.

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ARTICLE XIV—ACQUISITION AND DISPOSITION OF SHARES

          This corporation shall have the right to acquire its own shares to the extent of unreserved and unrestricted capital surplus available therefor.

ARTICLE XV—INDEMNIFICATION OF DIRECTORS AND OFFICERS

          To the fullest extent permitted by applicable law, this corporation may indemnify any Director, officer, employee or agent or former Director, officer, employee or agent of the corporation, or any person who may have served at its request as a Director, officer, employee or agent of another corporation in which it owns shares of capital stock or of which it is a creditor, against expenses (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of any action, suit or proceeding, civil or criminal, to which he is made a party by reason of being or having been such Director, officer, employee or agent, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this corporation; and to make any other indemnification that shall be authorized by any bylaw or resolution adopted by the Board of Directors.

ARTICLE XVI—LIMITATION ON DIRECTOR LIABILITY

          The personal liability of a Director to this corporation or its shareholders for monetary damages for breach of fiduciary duty is limited to the fullest extent permitted by the applicable provisions of the laws of the State of Nevada, as the same may be amended and supplemented from time to time.

          DATED this 25th day of August, 1993.

/s/ R. Glen Woods

R. Glen Woods

STATE OF NEVADA	)
	)	ss.
COUNTY OF CLARK	)

On the 25th day of August, 1993 personally appeared before me, a notary public, R. Glen Woods, personally known (or proved) to me to be the person whose name is subscribed to the above instrument, who acknowledged that he executed the instrument.

/s/ Deanna P. Riccardi

NOTARY PUBLIC

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EX-3.14

Exhibit 3.14

BYLAWS

OF

AMPAC FARMS, INC.

ARTICLE I

Offices

          1.01 Business Offices. The principal office of the corporation shall be located at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109. The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from time to time.

          1.02 Registered Office. The registered office of the corporation required by the General Corporation Law of the State of Nevada to be maintained in Nevada shall initially be located at the principal office of the corporation set forth above. The address or location of the registered office may be changed from time to time by the board of directors.

ARTICLE II

Shareholders

          2.01 Annual Meeting. An annual meeting of the shareholders shall be held on the first Tuesday of the month of March of each year, or on such other date as may be determined by the board of directors, beginning with the year 1993, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as conveniently may be. Failure to hold an annual meeting as required by these Bylaws shall not invalidate any action taken by the board of directors or officers of the corporation.

          2.02 Special Meetings. Subject to the provisions of the articles of incorporation of the corporation, and notwithstanding the fact that some lesser percentage may be specified by law, special meetings of the shareholders of the corporation shall not be called except (i) pursuant to a resolution adopted by the board of directors; or (ii) by the chairman of the board, the vice chairman or the president acting on the written application of shareholders owning eighty percent (80%) or more of each class of stock of the corporation entitled to vote on matters submitted to the shareholders of the corporation. Subject to the foregoing, special meetings of

the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called.

          2.03 Place of Meeting. Each meeting of the shareholders shall be held at such place, either within or outside Nevada, as may be designated in the notice of meeting, or if no place is designated in the notice, at the principal office of the corporation in Las Vegas, Nevada.

          2.04 Notice of Meeting. Except as otherwise prescribed by statute, written notice of each meeting of the shareholders stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, either personally or by first class, certified or registered mail, by or at the direction of the president, or the secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to each shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid, but if three successive notices mailed to the last known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for such shareholder is made known to the corporation. If requested by a person or persons, other than the corporation, lawfully calling a meeting, the secretary shall give notice of such meeting at the expense of the corporation.

          2.05 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the stock transfer books shall be closed for any stated period not exceeding sixty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of the shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty days nor less than ten days before the date set for the meeting at which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of the shareholders, or shareholders entitled to receive payment of a dividend, the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of the shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of the closing has expired.

          2.06 Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of the shareholders, a complete record of the shareholders entitled to vote at such meeting or any

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adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. For a period of ten days before such meeting, this record shall be kept on file at the principal office of the corporation, whether within or outside Nevada, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to the identity of the shareholders entitled to examine such record or transfer books or to vote at any meeting of the shareholders.

          2.07 Proxies. At each meeting of the shareholders, a shareholder may vote by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. If a proxy designates two or more persons to act as proxies, a majority of such proxies present at the meeting, or, if only one is present, then that one, shall have and may exercise all of the powers conferred by such written instrument upon all of the proxies so designated, unless the written proxy otherwise specifies. No proxy shall be valid after six months from the date of its execution, unless otherwise provided in the proxy, but in no case shall a proxy remain in force for longer than seven years from the date of execution. Any written consent or proxy may be revoked by the shareholder, a transferee or the shareholder’s personal representative prior to the time that written consents of the number of shares required to authorize any proposed action have been filed with the secretary of the corporation, but may not do so thereafter. Subject to the foregoing, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.

          2.08 Quorum. Except as otherwise required by the laws of Nevada or by the articles of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at each meeting of the shareholders, and the affirmative vote of a majority of the shares represented at a meeting at which a quorum is present and entitled to vote on the subject matter shall be the act of the shareholders, except for the election of directors, which shall be by plurality. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed thirty days at any one adjournment without further notice other than an announcement at the meeting. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.

          2.09 Voting of Shares. Each outstanding share of record, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter submitted to a vote of the shareholders either at a meeting thereof or pursuant to Section 2.11 of these Bylaws, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the General Corporation Law of the State of Nevada. In the election of directors each record holder of stock entitled to vote at such election shall have the right to vote the number of shares owned by him

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for as many persons as there are directors to be elected, and for whose election he has the right to vote. Cumulative voting shall not be permitted.

          2.10 Voting of Shares by Certain Holders. Neither treasury shares nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by this corporation shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

          Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the board of directors of such corporation may determine.

          Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

          Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.

          A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

          2.11 Action without a Meeting. Any action, except election of directors, required or permitted to be taken at a meeting of the shareholders may be taken without a meeting and without notice if authorized by a consent in writing, setting forth the action so taken, signed by shareholders holding at least a majority of the voting power of the corporation with respect to the subject matter thereof; provided, however, that if any greater proportion of the voting power would be required for such action at a meeting, then such greater proportion of written consents shall be required. Such consent (which may be signed in counterparts) shall have the same force and effect as a vote of the shareholders at a meeting of the shareholders duly called for such purpose, according to notice, and may be stated as such in any articles or document filed with the office of the Secretary of State of Nevada, pursuant to the General Corporation Law of the State of Nevada, or with any other governmental agency.

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ARTICLE III

Board of Directors

          3.01 General Powers. The business and affairs of the corporation shall be managed by its board of directors, except as otherwise provided in the General Corporation Law of the State of Nevada, the articles of incorporation or these Bylaws.

          3.02 Number and Qualifications of Directors. The number of Directors constituting the initial Board of Directors of this corporation is two (2); provided, however, that the Board of Directors may, at any meetings duly called according to notice, and by appropriate resolutions, increase the number of such Directors to as many as nine (9), and may decrease the number of such Directors to as few as three (3). Directors shall be chosen for a term of office of one year, or until their successors have been duly elected and qualified. Directors must be at least twenty-one years old but need not be residents of Nevada or shareholders of the corporation.

          3.03 Nomination of Directors. Subject to the provisions of the articles of incorporation of the Corporation, nominations for the election of directors may be made by the board of directors or by any shareholder entitled to vote for the election of directors. Such nominations shall be made by notice in writing, and shall be deemed given if given personally or mailed by first-class United States mail, postage prepaid, to the Secretary of the corporation not less than ten (10) days, nor more than sixty (60) days, prior to any meeting of the shareholders called for the election of directors; provided, however, that if less than twenty-one (21) days’ notice of the meeting is given to shareholders, such written notice shall be delivered or mailed, as prescribed, to the Secretary of the corporation not later than the close of the seventh day following the day on which notice of the meeting was mailed to shareholders. Notice of nominations that are proposed by the board of directors shall be given by the chairman or President on behalf of the board.

          Each such notice shall set forth (i) the name, age and business address of each nominee proposed in such notice; (ii) the principal occupation or employment of each such nominee; and (iii) the number of shares of stock of the corporation, if any, that are beneficially owned by each such nominee or any “affiliate” or “associate” of such nominee, as those terms are defined in the Rules and Regulations issued under the Securities Exchange Act of 1934 in effect on August 1, 1990.

          The chairman of the meeting may, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if the chairman makes such a determination and declares it to the meeting, the defective nomination shall be disregarded.

          3.04 Resignation of Directors. Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. The resignation of a

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director shall take effect at the time specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

          3.05 Removal of Directors. As provided in the Articles of Incorporation of the corporation, any director or the entire board of directors may be removed from office at any time, but only for cause, and only by vote of the holders of not less than eighty percent (80%) of the shares of the corporation’s stock, cast at a meeting of the shareholders of the corporation called for that purpose.

          3.06 Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office and thereafter until his successor shall have been duly elected and qualified. A vacancy shall be deemed to exist in the event of the death, resignation or removal of any director, or if there are newly created directorships in any class resulting from any increase in the number of directors.

          3.07 Regular Meetings. A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of the shareholders, or as soon as practicable thereafter, at the time and place, either within or outside Nevada, determined by the board, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Nevada, for the holding of additional regular meetings.

          3.08 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place, either within or outside Nevada, for holding any special meeting of the board called by them.

          3.09 Notice. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two days prior thereto by personal delivery of written notice or by telephonic or telegraphic notice, except that in the case of a meeting to be held pursuant to Section 3.14 of this Article telephonic notice may be given one day prior thereto. The method of notice need not be the same to each director. Notice shall be deemed to be given, if mailed, when deposited in the United States Mail, with postage thereon prepaid, addressed to the director at his business or residence address; if personally delivered, when delivered to the director; if telegraphed, when the telegram is delivered to the telegraph company; if telephoned, when communicated to the director. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by statute or by the articles of incorporation.

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          3.10 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

          3.11 Quorum and Voting. A majority of the number of directors fixed by Section 3.02, present in person, shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. If less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy at any meeting of directors.

          3.12 Compensation. By resolution of the board of directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings; a fixed sum for attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the corporation in any capacity and receiving compensation therefor.

          3.13 Executive and Other Committees. By one or more resolutions, the board of directors may designate from among its members an executive committee and one or more other committees, each of which to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors, except as prohibited by statute. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Rules governing procedures for the meeting of any committee of the board shall be as established by the committee, or in the absence thereof, by the board of directors.

          3.14 Meetings by Telephone. Unless otherwise provided by the articles of incorporation, members of the board of directors or any committee thereof may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

          3.15 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote with respect to the subject matter thereof. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors or committee members, and may be stated as such in any articles or documents filed with the

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office of the Secretary of State of Nevada pursuant to the General Corporation Law of the State of Nevada, or with any other governmental agency.

ARTICLE IV

Officers and Agents

          4.01 Number and Qualifications. The officers of the corporation shall be a president, one or more vice presidents, a secretary and a treasurer. The board of directors may also elect or appoint such other officers, assistant officers and agents, including a chairman of the board, additional vice presidents, a controller, assistant secretaries, and a treasurer or assistant treasurer, as they may consider necessary. Any person may hold more than one office. All officers must be at least twenty-one years old.

          4.02 Election and Term of Office. The officers of the corporation shall be elected by the board of directors annually at the first meeting of the board held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be conveniently possible. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his earlier death, resignation or removal.

          4.03 Salaries. The salaries of the officers shall be as fixed from time to time by the board of directors. No officer shall be prevented from receiving a salary by reason of the fact that he is also a director of the corporation.

          4.04 Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

          4.05 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president or to the board of directors. An officer’s resignation shall take effect at the time specified therein; the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term.

          4.06 Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law:

          (a) President. The president shall, subject to the direction and supervision of the board of directors, (i) be the chief executive officer of the corporation and have general and active control of its affairs and business and general supervision of its officers, agents and

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employees; (ii) unless there is a chairman of the board, preside at all meetings of the shareholders and the board of directors; (iii) see that all orders and resolutions of the board of directors are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to him by the board of directors. The president may sign, with any other officers thereunto authorized, certificates of stock of the corporation, and may sign and execute, in the name of the corporation, deeds, mortgages, bonds, debentures, notes and other instruments authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent. The President shall do and perform such other duties as may from time to time be prescribed by the board of directors or any Committee of the board of directors or the chairman of the board.

          (b) Vice Presidents. Any vice presidents shall, in the order of seniority determined by the board of directors, perform all duties incumbent upon the President during the absence or disability of the President and in general perform all duties incident to the office of vice president and as from time to time may be assigned by the board of directors. Any vice president may also sign, with any other officer thereunto authorized, certificates of stock of the corporation, and shall have such other powers and shall perform such other duties as from time to time may be prescribed by the board of directors, any committee of the board of directors, the chairman of the board or the president.

          (c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the shareholders, the board of directors and any committees of the board of directors; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be the custodian of the corporate records and of the seal of the corporation; (iv) keep at the corporation’s registered office or principal place of business within or outside Nevada a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the corporation’s transfer agent or registrar; (v) have general charge of the stock books of the corporation, unless the corporation has a transfer agent; (vi) sign certificates representing stock of the corporation the issuance of which shall have been duly authorized; and (vii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

          (d) Treasurer. The treasurer shall (i) keep correct and complete records of account, showing accurately at all times the financial condition of the corporation; (ii) be the legal custodian of all monies, notes, securities and other valuables that may from time to time come into the possession of the corporation; (iii) immediately deposit all funds of the corporation coming into his hands in some reliable bank or other depository to be designated by the board of directors; and (iv) in general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the board of directors.

          4.07 Surety Bonds. The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall

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be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE V

Stock

          5.01 Issuance of Shares. The issuance or sale by the corporation of any shares of its authorized capital stock of any class, including treasury shares, shall be made only upon authorization by the board of directors, except as otherwise may be provided by statute.

          5.02 Certificates. The shares of stock of the corporation shall be represented by consecutively numbered certificates signed in the name of the corporation by its president or a vice-president and the secretary or an assistant secretary, and shall be sealed with the seal of the corporation or with a facsimile thereof. The signatures of the corporation’s officers on any certificate may also be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, the certificate may be issued by the corporation with the same effect as if he were such officer at the date of its issue. Certificates of stock shall be in such form consistent with law as shall be prescribed by the board of directors. No certificate shall be issued until the shares represented thereby are fully paid.

          5.03 Consideration of Shares. Shares shall be issued for such consideration expressed in dollars as shall be fixed from time to time by the board of directors. Treasury shares shall be disposed of for such consideration expressed in dollars as may be fixed from time to time by the board. Such consideration may consist, in whole or in part, of money, other property, tangible or intangible, or labor or services actually performed for the corporation, but neither promissory notes nor future services shall constitute payment or part payment for shares.

          5.04 Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The board of directors may, in its discretion, require a bond in such form and amount and with such surety as it may determine, before issuing a new certificate.

          5.05 Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his, her or its legal representative, who shall furnish proper evidence of authority to transfer, or by his, her or its attorney thereunto authorized by power of attorney duly executed and filed with the secretary of the corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the corporation shall be deemed by the

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corporation to be the owner thereof for all purposes. All certificates surrendered to the corporation for transfer shall be marked “Cancelled” with the date of cancellation and no new certificate issued in connection therewith unless all of the following are satisfied:

          (a) Endorsement. The surrendered certificate is properly endorsed by the registered holder or his, her or its duly authorized attorney;

          (b) Witnessing. The endorsement or endorsements required as aforesaid shall be guaranteed or notarized unless the secretary waives this requirement in writing;

          (c) Adverse Claims. The corporation has no notice of any adverse claims or has discharged any duty to inquire into any such claims; and

          (d) Collection of Taxes. Any applicable law relating to the collection of taxes imposed on or in connection with shares has been satisfied.

          5.06 Holders of Record. The corporation shall be entitled to treat the holder of record of any share of stock as the holder-in-fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.

          5.07 Transfer Agents, Registrars and Paying Agents. The board of directors may, in its discretion, appoint one or more transfer agents, registrars or agents for making payment upon any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

          5.08 Assessment of Shares. Fully paid stock of the corporation shall not be subject to any further call or assessment.

ARTICLE VI

Indemnification

          6.01 Definitions. For purposes of this Article VI, the following terms shall have the meanings set forth below:

          (a) Action. Any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative;

          (b) Derivative Action. Any Action by or in the right of the corporation to procure a judgment in its favor;

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          (c) Third Party Action. Any Action other than a Derivative Action; and

          (d) Indemnified Party. Any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including, without limitation, any employee benefit plan of the corporation for which any such person is or was serving as trustee, plan administrator or other fiduciary.

          6.02 Third Party Actions. The corporation shall indemnify any Indemnified Party against expenses (including attorneys’ fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by him in connection with any Third Party Action if, as determined pursuant to 6.05 below, he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal Action, had no reasonable cause to believe his conduct was unlawful. The termination of any Third Party Action by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create either a presumption that the Indemnified Party did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or with respect to any criminal Action, a presumption that the Indemnified Party had reasonable cause to believe that his conduct was unlawful.

          6.03 Derivative Actions. The corporation shall indemnify any Indemnified Party against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of any Derivative Action if, as determined pursuant to Section 6.05 below, he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person is or has been adjudged to be liable for gross negligence or intentional misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such Action was brought determines upon application that, despite the adjudication of liability and in view of all circumstances of the case, such Indemnified Party is fairly and reasonably entitled to indemnification for such expenses as such court deems proper. If any claim that may be made by or in the right of the corporation against any person who may seek indemnification under this Article VI is joined with any claim by any other party against such person in a single Action, the claim by or in the right of the corporation (and all expenses related thereto) shall nevertheless be deemed the subject of a separate and distinct Derivative Action for purposes of this Article VI.

          6.04 Success on Merits or Otherwise. If and to the extent that any Indemnified Party has been successful on the merits or otherwise in defense of any Action referred to in Section 6.02 or 3 of this Article VI, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith without the necessity of any determination that he has met the applicable standards of conduct set forth in Sections 6.02 or 6.03.

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          6.05 Determination. Except as provided in Section 6.04, any indemnification under Sections 6.02 or 6.03 (unless ordered by a court) shall be made by the corporation only upon a determination that indemnification of the Indemnified Party is proper in the circumstances because he has met the applicable standards of conduct set forth in said Sections 6.02 or 6.03. Any indemnification under Section 6.04 of this Article VI (unless ordered by a court) shall be made by the corporation only upon a determination by the corporation of the extent to which the Indemnified Party has been or would have been successful on the merits or otherwise. Any such determination shall be made (a) by a majority vote of a quorum of the whole board of directors consisting of directors who are not or were not parties to the subject Action; or (b) upon the request of a majority of the directors who are not or were not parties to such Action, or if there be none, upon the request of a majority of a quorum of the whole board of directors, by independent legal counsel (which counsel shall not be the counsel generally employed by the corporation in connection with its corporate affairs) in a written opinion; or (c) by the shareholders of the corporation at a meeting called for such purpose.

          6.06 Payment in Advance. Expenses (including attorneys’ fees) or some part thereof incurred by an Indemnified Party in defending any Action, shall be paid by the corporation in advance of the final disposition of such Action if a determination to make such payment is made on behalf of the corporation as provided in Section 6.05; of this Article VI; provided, that no such payment may be made unless the corporation shall have first received a written undertaking by or on behalf of the Indemnified Party to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the corporation as authorized in this Article VI.

          6.07 Other Indemnification. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which any Indemnified Party or other person may be entitled under the articles of incorporation, any agreement, bylaw (including without limitation any other or further Section or provision of this Article VI), vote of the shareholders or disinterested directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office.

          6.08 Period of Indemnification. Any indemnification pursuant to this Article VI shall continue as to any Indemnified Party who has ceased to be a director, officer, employee, or agent of the corporation, or at the request of the corporation, was serving as and has since ceased to be a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including, without limitation, any employee benefit plan of the corporation for which any such person served as trustee, plan administrator or other fiduciary, and shall inure to the benefit of the heirs and personal representatives of such Indemnified Party. The repeal or amendment of this Article VI or of any Section or provision thereof which would have the effect of limiting, qualifying, or restricting any of the powers or rights of indemnification provided or permitted in this Article VI shall not, solely by reason of such repeal or amendment, eliminate, restrict, or otherwise affect the right or power of the corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.

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          6.09 Insurance. By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any Indemnified Party against any liability asserted against him and incurred by him in his capacity of or arising out of his status as an Indemnified Party, whether or not the corporation would have the power to indemnify him against such liability under applicable provisions of law.

          6.10 Right to Impose Conditions to Indemnification. The corporation may impose, as conditions to any indemnification provided or permitted in this Article VI, such reasonable requirements and conditions as to the board of directors or shareholders may appear appropriate in each specific case and circumstance, including but not limited to any one or more of the following: (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any Action shall be counsel mutually agreeable to the person to be indemnified and to the corporation; (b) that the corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated, or threatened against the person to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person’s right of recovery, and that the person to be indemnified shall execute all writing and do everything necessary to assure such rights of subrogation to the corporation.

ARTICLE VII

Miscellaneous

          7.01 Waivers of Notice. Whenever notice is required by law, by the articles of incorporation, or by these Bylaws, a waiver thereof in writing signed by the director, shareholder, or other person entitled to said notice, whether before or after the time stated therein, or his appearance at such meeting in person or (in the case of a shareholders’ meeting) by proxy, shall be equivalent to such notice.

          7.02 Voting of Securities by the Corporation. Unless otherwise provided by resolution of the board of directors, on behalf of the corporation, the president or any vice-president shall attend in person or by substitute appointed by him, or shall execute written instruments appointing a proxy or proxies to represent the corporation at all meetings of the shareholders of any other corporation, association, or other entity in which the corporation holds any stock or other securities, and may execute written waivers of notice with respect to any such meetings. At all such meetings and otherwise, the president or any vice president, in person or by substitute or proxy as aforesaid, may vote the stock or other securities so held by the corporation and may execute written consents or any other instruments with respect to such stock or securities and may exercise any and all rights and powers incident to the ownership of said stock or securities, subject, however, to the instructions, if any, of the board of directors.

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          7.03 Seal. The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its organization, and the words, “Seal, Nevada.”

          7.04 Fiscal Year. The fiscal year of the corporation shall be as established by the board of directors.

          7.05 Amendments. Subject to repeal or change by action of the shareholders, the power to alter, amend, or repeal these Bylaws shall be vested in the board of directors.

CERTIFICATE OF SECRETARY

          The undersigned certifies that the foregoing Bylaws were adopted for AmPac Farms, Inc., a Nevada corporation, by unanimous vote of its board of directors at a meeting duly convened for such purpose held on August 31, 1993.

/s/ R. Glen Woods  

Secretary 

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EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION

OF

AMPAC-ISP CORP.

     1. The name of the corporation is Ampac-ISP Corp. (the “Corporation”).

     2. The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such address is C T Corporation System.

     3. The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     4. The total number of shares of all classes of stock that the Corporation is authorized to issue is Ten Thousand (10,000) shares of Common Stock with a par value of one ten thousandth of One Dollar ($0.0001) per share.

     5. The Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation.

     6. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

     7. Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

     8. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

     9. To the fullest extent permitted by Delaware statutory or decisional law, as amended or interpreted, no director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware General Corporation Law Section 102(b)(7). This Article 9 does not affect the availability of equitable remedies for breach of fiduciary duties.

     10. The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Katherine R. Perkins	c/o Morrison & Foerster
	425 Market Street
	San Francisco, CA 94105

     I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and, accordingly, have hereunto set my hands this 4th day of August, 2004.

/s/ Katherine R. Perkins  

Katherine R. Perkins, Sole Incorporator 

EX-3.16

Exhibit 3.16

BYLAWS

OF

AMPAC-ISP CORP.

ARTICLE 1

OFFICES

Section 1.1 Registered Office.

     The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

Section 1.2 Other Offices.

     The corporation shall also have and maintain an office or principal place of business at 3770 Howard Hughes Parkway, Suite 300, Las Vegas, NV 89109, and may also have offices at such other places, both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE 2

STOCKHOLDERS’ MEETINGS

Section 2.1 Place of Meetings.

     (a) Meetings of stockholders may be held at such place, either within or without this State, as may be designated by or in the manner provided in these bylaws or, if not so designated, as determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (b) of this Section 2.1.

     (b) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

          (1) Participate in a meeting of stockholders; and

          (2) Be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the corporation shall implement reasonable measures to verify

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that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

     (c) For purposes of this Section 2.1, “remote communication” shall include (1) telephone or other voice communications and (2) electronic mail or other form of written or visual electronic communications satisfying the requirements of Section 2.11(b).

Section 2.2 Annual Meetings.

     The annual meetings of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors, or, if not so designated, then at 10 a.m. on the second Tuesday in March in each year if not a legal holiday, and, if a legal holiday, at the same hour and place on the next succeeding day not a holiday.

Section 2.3 Special Meetings.

     Special Meetings of the stockholders of the corporation may be called, for any purpose or purposes, by the Chairman of the Board or the President or the Board of Directors at any time. Upon written request of any stockholder or stockholders holding in the aggregate one-fifth of the voting power of all stockholders delivered in person or sent by registered mail to the Chairman of the Board, President or Secretary of the Corporation, the Secretary shall call a special meeting of stockholders to be held as provided in Section 2.1 at such time as the Secretary may fix, such meeting to be held not less than 10 nor more than 60 days after the receipt of such request, and if the Secretary shall neglect or refuse to call such meeting within seven days after the receipt of such request, the stockholder making such request may do so.

Section 2.4 Notice of Meetings.

     (a) Except as otherwise provided by law or the Certificate of Incorporation, written notice of each meeting of stockholders, specifying the place, if any, date and hour and purpose or purposes of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote thereat, directed to his address as it appears upon the books of the corporation; except that where the matter to be acted on is a merger or consolidation of the Corporation or a sale, lease or exchange of all or substantially all of its assets, such notice shall be given not less than 20 nor more than 60 days prior to such meeting.

     (b) If at any meeting action is proposed to be taken which, if taken, would entitle shareholders fulfilling the requirements of section 262(d) of the Delaware General Corporation Law to an appraisal of the fair value of their shares, the notice of such meeting shall contain a

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statement of that purpose and to that effect and shall be accompanied by a copy of that statutory section.

     (c) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken unless the adjournment is for more than thirty days, or unless after the adjournment a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

     (d) Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, either before or after such meeting, and, to the extent permitted by law, will be waived by any stockholder by his attendance thereat, in person or by proxy. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

     (e) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of Delaware General Corporation Law, the certificate of incorporation, or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (i) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent, and (ii) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this subparagraph (e) shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of these bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 2.5 Quorum and Voting.

     (a) At all meetings of stockholders except where otherwise provided by law, the Certificate of Incorporation or these Bylaws, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a

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quorum for the transaction of business. Shares, the voting of which at said meeting have been enjoined, or which for any reason cannot be lawfully voted at such meeting, shall not be counted to determine a quorum at said meeting. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the original meeting. The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

     (b) Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the voting power represented at any meeting at which a quorum is present shall be valid and binding upon the corporation.

     (c) Where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter, and the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class.

Section 2.6 Voting Rights.

     (a) Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock records of the corporation on the record date for determining the stockholders entitled to vote at said meeting shall be entitled to vote at such meeting. Shares standing in the names of two or more persons shall be voted or represented in accordance with the determination of the majority of such persons, or, if only one of such persons is present in person or represented by proxy, such person shall have the right to vote such shares and such shares shall be deemed to be represented for the purpose of determining a quorum.

     (b) Every person entitled to vote or to execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent, which proxy shall be filed with the Secretary of the corporation at or before the meeting at which it is to be used. Said proxy so appointed need not be a stockholder. No proxy shall be voted on after three (3) years from its date unless the proxy provides for a longer period. Unless and until voted, every proxy shall be revocable at the pleasure of the person who executed it or of his legal representatives or assigns, except in those cases where an irrevocable proxy permitted by statute has been given.

     (c) Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:

          (1) A stockholder may execute a writing authorizing another person or persons to act for him as proxy. Execution may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her

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signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.

          (2) A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telephone, telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telephone, telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telephone, telegram, cablegram or other electronic transmission was authorized by the stockholder. Such authorization can be established by the signature of the stockholder on the proxy, either in writing or by a signature stamp or facsimile signature, or by a number or symbol from which the identity of the stockholder can be determined, or by any other procedure deemed appropriate by the inspectors or other persons making the determination as to due authorization.

If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

     (d) Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to subsection (c) of this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.7 Voting Procedures and Inspectors of Elections.

     (a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

     (b) The inspectors shall (i) ascertain the number of shares outstanding and the voting power of each, (ii) determine the shares represented at a meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

     (c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the

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inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

     (d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Sections 211(e) or 212(c)(2) of the Delaware General Corporation Law, or any information provided pursuant to Section 211(a)(2)(B)(i) or (iii) thereof, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(v) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 2.8 List of Stockholders.

     The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. The corporation need not include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 2.9 Stockholder Proposals at Annual Meetings.

     At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely

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notice thereof in writing to the Secretary of the corporation. To be timely a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 45 days nor more than 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of stockholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business.

     Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in Section 2.1 and this Section 2.9, provided, however, that nothing in this Section 2.9 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with said procedure.

     The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of Section 2.1 and this Section 2.9, and if he should so determine he shall so declare to the meeting, and any such business not properly brought before the meeting shall not be transacted.

     Nothing in this Section 2.9 shall affect the right of a stockholder to request inclusion of a proposal in the corporation’s proxy statement to the extent that such right is provided by an applicable rule of the Securities and Exchange Commission.

Section 2.10 Nominations of Persons for Election to the Board of Directors.

     In addition to any other applicable requirements, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed by the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 45 days nor more than 75 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of shareholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to

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nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, and (ii) the class and number of shares of the corporation which are beneficially owned by the stockholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of preferred stock.

     The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 2.11 Action Without Meeting.

     (a) Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be effective, a written consent must be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section to the corporation, written consents signed by a sufficient number of holders to take action are delivered to the corporation in accordance with this Section. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

     (b) A telegram, cablegram or other electronic transmission consent to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or

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proxyholder, and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if to the extent and in the manner provided by resolution of the Board of Directors of the corporation.

     (c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE 3

DIRECTORS

Section 3.1 Number and Term of Office.

     The number of directors which shall constitute the whole of the Board of Directors shall be two (2). With the exception of the first Board of Directors, which shall be elected by the incorporators, and except as provided in Section 3.3 of this Article III, the directors shall be elected by a plurality vote of the shares represented in person or by proxy at the stockholders annual meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

     With the exception of the first Board of Directors, which shall be elected by the incorporators, and except as provided in Section 3.3 of this Article III, the directors shall be elected by a plurality vote of the shares represented in person or by proxy, at the stockholders annual meeting in each year and entitled to vote on the election of directors. Elected directors shall hold office until the next annual meeting and until their successors shall be duly elected and qualified. Directors need not be stockholders. If, for any cause, the Board of Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

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Section 3.2 Powers.

     The powers of the corporation shall be exercised, its business conducted and its property controlled by or under the direction of the Board of Directors.

Section 3.3 Vacancies.

     Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director so elected shall hold office for the unexpired portion of the term of the director whose place shall be vacant and until his successor shall have been duly elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this section in the case of the death, removal or resignation of any director, or if the stockholders fail at any meeting of stockholders at which directors are to be elected (including any meeting referred to in Section 3.4 below) to elect the number of directors then constituting the whole Board.

Section 3.4 Resignations and Removals.

     (a) Any director may resign at any time by delivering his resignation to the Secretary in writing or by electronic transmission, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

     (b) At a special meeting of stockholders called for the purpose in the manner hereinabove provided, the Board of Directors or any individual director may be removed from office, with or without cause, and a new director or directors elected by a vote of stockholders holding a majority of the outstanding shares entitled to vote at an election of directors.

          (1) Unless the certificate of incorporation otherwise provides, if the Board of Directors is classified, shareholders may effect removal only for cause.

          (2) If the corporation has cumulative voting for directors, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if voted cumulatively at an election of the entire board.]

Section 3.5 Meetings.

     (a) The annual meeting of the Board of Directors shall be held immediately after the annual stockholders’ meeting and at the place where such meeting is held or at the place announced by the Chairman at such meeting. No notice of an annual meeting of the Board of

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Directors shall be necessary, and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

     (b) Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof. Regular meetings of the Board of Directors may also be held at any place, within or without the State of Delaware, which has been designated by resolutions of the Board of Directors or the written consent of all directors.

     (c) Special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board or, if there is no Chairman of the Board, by the President, or by any of the directors.

     (d) Written notice of the time and place of all regular and special meetings of the Board of Directors shall be delivered personally to each director or sent by telegram or facsimile transmission or other form of electronic transmission at least 48 hours before the start of the meeting, or sent by first class mail at least 120 hours before the start of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat.

Section 3.6 Quorum and Voting.

     (a) A quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time in accordance with Section 3.1 of Article III of these Bylaws, but not less than one; provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

     (b) At each meeting of the Board at which a quorum is present, all questions and business shall be determined by a vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation, or these Bylaws.

     (c) Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

     (d) The transactions of any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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Section 3.7 Action Without Meeting.

     Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.8 Fees and Compensation.

     Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board of Directors.

Section 3.9 Committees.

     (a) Executive Committee: The Board of Directors may appoint an Executive Committee of not less than one member, each of whom shall be a director. The Executive Committee, to the extent permitted by law, shall have and may exercise when the Board of Directors is not in session all powers of the Board in the management of the business and affairs of the corporation, except such committee shall not have the power or authority to amend these Bylaws or to approve or recommend to the stockholders any action which must be submitted to stockholders for approval under the General Corporation Law.

     (a) Other Committees: The Board of Directors may, by resolution passed by a majority of the whole Board, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committee, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

     (b) Term: The members of all committees of the Board of Directors shall serve a term coexistent with that of the Board of Directors which shall have appointed such committee. The Board, subject to the provisions of subsections (a) or (b) of this Section 3.9, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee; provided that no committee shall consist of less than one member. The membership of a committee member shall terminate on the date of his death or voluntary resignation, but the Board may at any time for any reason remove any individual committee member and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member

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of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

     (c) Meetings: Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 3.9 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter; special meetings of any such committee may be held at the principal office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof; or at any place which has been designated from time to time by resolution of such committee or by written consent of all members thereof, and may be called by any director who is a member of such committee upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time after the meeting and will be waived by any director by attendance thereat. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

ARTICLE 4

OFFICERS

Section 4.1 Officers Designated.

     The officers of the corporation shall be a President, a Secretary and a Treasurer. The Board of Directors or the President may also appoint a Chairman of the Board, one or more Vice-Presidents, assistant secretaries, assistant treasurers, and such other officers and agents with such powers and duties as it or he shall deem necessary. The order of the seniority of the Vice- Presidents shall be in the order of their nomination unless otherwise determined by the Board of Directors. The Board of Directors may assign such additional titles to one or more of the officers as they shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 4.2 Tenure and Duties of Officers.

     (a) General: All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors. Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the corporation.

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     (b) Duties of the Chairman of the Board of Directors: The Chairman of the Board of Directors (if there be such an officer appointed) when present shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

     (c) Duties of President: The President shall be the chief executive officer of the corporation in the absence of the Chairman of the Board and shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. The President shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

     (d) Duties of Vice-Presidents: The Vice-Presidents, in the order of their seniority, may assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant. The Vice-President shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

     (e) Duties of Secretary: The Secretary shall attend all meetings of the stockholders and of the Board of Directors and any committee thereof, and shall record all acts and proceedings thereof in the minute book of the corporation, which may be maintained in either paper or electronic form. The Secretary shall give notice, in conformity with these Bylaws, of all meetings of the stockholders and of all meetings of the Board of Directors and any Committee thereof requiring notice. The Secretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any assistant secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each assistant secretary shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

     (f) Duties of Treasurer: The Treasurer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner, and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Treasurer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Treasurer shall perform all other duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct any assistant treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each assistant treasurer shall perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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ARTICLE 5

EXECUTION OF CORPORATE INSTRUMENTS, AND
VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 5.1 Execution of Corporate Instruments.

     (a) The Board of Directors may in its discretion determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the corporation.

     (b) Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board (if there be such an officer appointed) or by the President; such documents may also be executed by any Vice-President and by the Secretary or Treasurer or any assistant secretary or assistant treasurer. All other instruments and documents requiring the corporate signature but not requiring the corporate seal may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

     (c) All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

     (d) Execution of any corporate instrument may be effected in such form, either manual, facsimile or electronic signature, as may be authorized by the Board of Directors.

Section 5.2 Voting of Securities Owned by Corporation.

     All stock and other securities of other corporations owned or held by the corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman of the Board (if there be such an officer appointed), or by the President, or by any Vice-President.

ARTICLE 6

SHARES OF STOCK

Section 6.1 Form and Execution of Certificates.

     The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Certificates

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for the shares of stock of the corporation shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of the corporation by, the Chairman of the Board (if there be such an officer appointed), or by the President or any Vice-President and by the Treasurer or assistant treasurer or the Secretary or assistant secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in section 202 of the Delaware General Corporation Law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 6.2 Lost Certificates.

     The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to indemnify the corporation in such manner as it shall require and/or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 6.3 Transfers.

     Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

Section 6.4 Fixing Record Dates.

     (a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more

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than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the date on which the meeting is held. A determination of stockholders of record entitled notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent or electronic transmission setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided that any such electronic transmission shall satisfy the requirements of Section 2.11(b) and, unless the Board of Directors otherwise provides by resolution, no such consent by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing or by electronic transmission without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     (c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 6.5 Registered Stockholders.

     The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE 7

OTHER SECURITIES OF THE CORPORATION

     All bonds, debentures and other corporate securities of the corporation, other than stock certificates, may be signed by the Chairman of the Board (if there be such an officer appointed), or the President or any Vice-President or such other person as may be authorized by the Board of Directors and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an assistant secretary, or the Treasurer or an assistant treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signature of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an assistant treasurer of the corporation, or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon has ceased to be an officer of the corporation before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE 8

INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 8.1 Right to Indemnification.

     Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness, or otherwise), in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action in an official capacity as a director, officer,

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employee, or agent or in any other capacity while serving as a director, officer, employee, or agent (hereafter an “Agent”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended or interpreted (but, in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the corporation to provide broader indemnification rights than were permitted prior thereto) against all expenses, liability, and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article) reasonably incurred or suffered by such person in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding (hereinafter “Expenses”); provided, however, that except as to actions to enforce indemnification rights pursuant to Section 8.3 of this Article, the corporation shall indemnify any Agent seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be a contract right.

Section 8.2 Authority to Advance Expenses.

     Expenses incurred by an officer or director (acting in his capacity as such) in defending a Proceeding shall be paid by the corporation in advance of the final disposition of such Proceeding, provided, however, that if required by the Delaware General Corporation Law, as amended, such Expenses shall be advanced only upon delivery to the corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article or otherwise. Expenses incurred by other Agents of the corporation (or by the directors or officers not acting in their capacity as such, including service with respect to employee benefit plans) may be advanced upon such terms and conditions as the Board of Directors deems appropriate. Any obligation to reimburse the corporation for Expense advances shall be unsecured and no interest shall be charged thereon.

Section 8.3 Right of Claimant to Bring Suit.

     If a claim under Section 8.1 or 8.2 of this Article is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct that make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met the

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applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

Section 8.4 Provisions Nonexclusive.

     The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the Certificate, agreement, or vote of the stockholders or disinterested directors is inconsistent with these bylaws, the provision, agreement, or vote shall take precedence.

Section 8.5 Authority to Insure.

     The corporation may purchase and maintain insurance to protect itself and any Agent against any Expense, whether or not the corporation would have the power to indemnify the Agent against such Expense under applicable law or the provisions of this Article.

Section 8.6 Survival of Rights.

     The rights provided by this Article shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 8.7 Settlement of Claims.

     The corporation shall not be liable to indemnify any Agent under this Article (a) for any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 8.8 Effect of Amendment.

     Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal, or modification.

Section 8.9 Subrogation.

     In the event of payment under this Article, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.

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Section 8.10 No Duplication of Payments.

     The corporation shall not be liable under this Article to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable hereunder.

ARTICLE 9

NOTICES

     Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, the same shall be given either (1) in writing, timely and duly deposited in the United States Mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent, or (2) by a means of electronic transmission that satisfies the requirements of Section 2.4(e) of these Bylaws, and has been consented to by the stockholder to whom the notice is given. Any notice required to be given to any director may be given by either of the methods hereinabove stated, except that such notice other than one which is delivered personally, shall be sent to such address or (in the case of electronic communication) such e-mail address, facsimile telephone number or other form of electronic address as such director shall have filed in writing or by electronic communication with the Secretary of the corporation, or, in the absence of such filing, to the last known post office address of such director. If no address of a stockholder or director be known, such notice may be sent to the office of the corporation required to be maintained pursuant to Section 1.2 of Article I hereof. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall be conclusive evidence of the statements therein contained. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing and all notices given by means of electronic transmission shall be deemed to have been given as at the sending time recorded by the electronic transmission equipment operator transmitting the same. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him in the manner above provided, shall not be affected or extended in any manner by the failure of such a stockholder or such director to receive such notice. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation, or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a

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license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Delaware General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

ARTICLE 10

AMENDMENTS

     These Bylaws may be repealed, altered or amended or new Bylaws adopted by written consent of stockholders in the manner authorized by Section 2.11 of Article II, or at any meeting of the stockholders, either annual or special, by the affirmative vote of a majority of the stock entitled to vote at such meeting, unless a larger vote is required by these Bylaws or the Certificate of Incorporation. The Board of Directors shall also have the authority to repeal, alter or amend these Bylaws or adopt new Bylaws (including, without limitation, the amendment of any Bylaws setting forth the number of directors who shall constitute the whole Board of Directors) by unanimous written consent or at any annual, regular, or special meeting by the affirmative vote of a majority of the whole number of directors, subject to the power of the stockholders to change or repeal such Bylaws and provided that the Board of Directors shall not make or alter any Bylaws fixing the qualifications, classifications, or term of office of directors.

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CERTIFICATE OF SECRETARY

     The undersigned, Secretary of AMPAC-ISP Corp., a Delaware corporation, hereby certifies that the foregoing is a full, true and correct copy of the Bylaws of said corporation, with all amendments to date of this Certificate.

     WITNESS the signature of the undersigned this 4th day of August, 2004.

/s/ Seth L. Van Voorhees

Seth L. Van Voorhees, Secretary

EX-3.17

Exhibit 3.17

ARTICLES OF ORGANIZATION

OF

ENERGETIC ADDITIVES COMPANY, LLC

(a Nevada limited liability company)

     Pursuant to the provisions of Chapter 86 of the Nevada Revised Statutes (the “Act”), the undersigned hereby adopts the following Articles of Organization of Energetic Additives Company, LLC (the “Company”).

ARTICLE 1

NAME

     The name of the Company is Energetic Additives Company, LLC.

ARTICLE 2

AGENT FOR SERVICE OF PROCESS

     The address of the office where the records of the Company required to be maintained pursuant to the Act shall be Santoro, Driggs, Walch, Kearney, Johnson & Thompson, 400 South Fourth Street, Third Floor, Las Vegas, Nevada 89101. The name and address of the resident agent in the State of Nevada shall be Santoro, Driggs, Walch, Kearney, Johnson & Thompson, 400 South Fourth Street, Third Floor, Las Vegas, Nevada 89101.

ARTICLE 3

MANAGEMENT

     3.1 Manager Management. The management o the Company shall be vested in a manager or managers appointed by the members in the manner prescribed in the Operating Agreement of the Company. The number of managers may be increased or decreased in accordance with the terms of the Operating Agreement.

     3.2 Initial Managers. The initial number of managers of the Company shall be one (1). The name and business address of the party who shall serve as the initial manager is:

American Pacific Corporation	3770 Howard Hughes Parkway
	Suite 300
	Las Vegas, Nevada 89109

ARTICLE 4

INDEMNIFICATION OF LIABILITY

     4.1 Indemnification of Managers and Members. The Company shall hold harmless and indemnify any manager or member against any and all of the following expenses: (a) attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by a manager or a member in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action by or in the fight of the Company) to which any manager or member is, was, or at any time becomes a party or is threatened to be made a party by reason of the fact that the manager or member is, was, or at any time becomes a manager, member, employee, or agent of the Company or is or was serving or at any time serves at the request of the Company as a director, officer, partner, employee, manager, member, or agent of another corporation, partnership, limited-liability company, joint venture, trust, or other enterprise; and (b) any other expenses for which indemnification of a manager or member is permitted under the Act.

     4.2 Limitations on Indemnification. No indemnity pursuant to Section 4.1 hereof shall be paid by the Company: (a) except to the extent the aggregate of losses to be indemnified hereunder exceeds the amount of losses for which the manager or member is indemnified pursuant to any policy of insurance purchased and maintained by the Company; (b) in respect to remuneration paid to a manager or member if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (c) on account of an action or omission of the manager or member that is finally adjudged to constitute willful misconduct or to have been knowingly fraudulent or deliberately dishonest; or (d) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful.

     4.3 Continuation of Indemnification. All obligations of the Company hereunder shall continue during the period a manager or member is a manager, member, employee, or agent of the Company (or is or was serving at the request of the Company as a director, officer, partner, employee, manager, member, or agent of another corporation, partnership, limited-liability company, joint venture, trust, or other enterprise) and shall continue thereafter so long as the manager or member shall be subject to any possible claim or threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, or investigative, by reason of the fact that the manager was a manager or the member was a member of the Company or serving in any other capacity referred to herein.

     4.4 Notification. A manager or member shall promptly notify the Company of any matter that is or may be the subject of an indemnification claim hereunder. Promptly after receipt by the manager or member of notice of the commencement of any action, suit, or proceeding, the manager or member will notify the Company thereof.

     4.5 Authorization. Any indemnification under Sections 4.1 of these Articles of Organization, unless ordered by a court or advanced pursuant to Section 4.6 of these Articles of Organization, may be made by the Company only as authorized in the specific case upon a determination that indemnification of the manager, member, employee, or agent is proper in the

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circumstances. The determination must be made by either: (i) a majority vote of the members; (ii) a majority vote of a quorum of managers consisting of the managers who were not parties to the action, suit, or proceeding; or (iii) if a majority of a quorum of managers consisting of the managers who were not parties to the action, suit, or proceeding so order, by independent legal counsel in a written opinion.

     4.6 Advance of Expenses. The expenses of managers and members incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company. The provisions of this Section do not affect any fights to advancement of expanses to which personnel of the Company other than managers or members may be entitled under any contract or otherwise.

     4.7 Notice of Indemnification. Any indemnification of or advance of expenses to a manager or member in accordance with this Article 4, if arising out of a proceeding by or on behalf of the Company, shall be reported in writing to the members with or before the notice of the next members’ meeting.

     4.8 Repeal or Modification. Any repeal or modification of this Article by the members of the Company shall not adversely affect any right of a manager or member of the Company existing at the time of such repeal or modification.

     4.9 Repayment of Expenses. A manager or member shall reimburse the Company for all reasonable expenses paid by the Company in defending any civil or criminal action, suit, or procceding against the manager or member in the event and only to the extent that it shall be finally determined that the manager or member is not entitled to be indemnified by the Company for such expenses under this Agreement or otherwise.

ARTICLE 5

AMENDMENTS

     The Company reserves the right to amend its Articles of Organization from time to time in accordance with the Act.

ARTICLE 6

ADOPTION OF OPERATING AGREEMENT

     6.1 Initial Operating Agreement. The initial Operating Agreement of the Company shall be adopted by its members and shall thereafter be amended or repealed as provided in the Operating Agreement, or in the absence of any provision regarding the right to amend or repeal the Operating Agreement, by the unanimous consent of the members.

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     6.2 Amendment by the Manager. The Operating Agreement may not be amended or repealed by the managers unless and only to the extent any such fight is granted to the managers in the Operating Agreement.

     6.3 Content. The Operating Agreement may contain any provisions for the regulation and management of the affairs of the Company not inconsistent with law or these Articles of Organization.

ARTICLE 7

ORGANIZER

     The name and address of the organizer of the Company is JoAnn Santulli, 400 South Fourth Street, Third Floor, Las Vegas, Nevada 89101. All powers, duties, and responsibilities of the organizer shall cease upon the filing of these Articles of Organization with the Secretary of State of Nevada.

ARTICLE 8

EXECUTION

     These Articles of Organization are executed this 29th day of October, 2002.

/s/ JoAnn Santulli

JoAnn Santulli

STATE OF NEVADA	)
	)	ss.
COUNTY OF CLARK	)

     On this 29th day of October, 2002, personally appeared before me, a Notary Public in and for the County of Clark, State of Nevada, duly commissioned and sworn, JoAnn Santulli, personally known (or proved) to me to be the person whose name is subscribed to the above instrument, and who acknowledged to me that she executed the same freely and voluntarily and for the uses and purposes therein mentioned.

/s/ Merlin Ann Calimpong

Notary Public

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EX-3.18

Exhibit 3.18

STATE OF NEVADA
CERTIFICATE OF AMENDMENT OF ARTICLES OF ORGANIZATION
(This Amendment is presented for filing pursuant to Chapter 86.221 of the NRS)
Filing fee $150.00

1.	Secretary of State File No.:	2.	Secretary of State File Date
	LLC13395-2002		October 29, 2002
3.	Name of Limited Liability Company
	Energetic Additives Company, LLC
4.	The Articles of Organization for the Limited Liability Company are amended as follows:
	The Limited Liability Company name is changed to:
	Energetic Additives Inc., LLC
5.	The Limited Liability Company is managed by:
	Managers
6.	Manager Signature:

Dated this 4th day of December, 2002

Name:
Manager:	/s/ Fortunato Villamagna
	Fortunato Villamagna, American Pacific Corp. Vice President

7.	RETURN ACKNOWLEDGEMENT TO:	This space is for Filing Officer use. (Date of Filing)
	Ron Thompson, Esq.
	SANTORO, DRIGGS, WALCH,
	KEARNEY, JOHNSON & THOMPSON
	400 South Fourth Street, Suite 300
	Las Vegas, Nevada 89101

EX-3.19

Exhibit 3.19

OPERATING AGREEMENT

of

ENERGETIC ADDITIVES COMPANY, LLC

This Operating Agreement (the “Agreement”) is made and entered into as of this 29th day of October, 2002 by American Pacific Corporation as the sole member of ENERGETIC ADDITIVES COMPANY, LLC. As used in this Agreement, the terms “Member” or “Members” shall mean American Pacific Corporation (so long as it is a member of the Company) and any other Person (as hereinafter defined) (whether one or more) who is admitted as a member of the Company in accordance with the terms of this Agreement.

I.

Formation, Name, Purposes, Definitions

     1.01 Formation. Pursuant to Chapter 86 of the Nevada Revised Statutes, the Company was formed as a Nevada limited liability company effective upon the filing of the Articles of Organization of the Company with the Secretary of State of Nevada. The Manager (as hereinafter defined) shall immediately, and from time to time hereafter, execute all documents and do all filing, recording, and other acts as may be required to comply with the operation of the Company under the Act.

     1.02 Name. The name of the Company shall be Energetic Additives Company, LLC.

     1.03 Place of Business. The principal place of business of the Company shall be 3770 Howard Hughes Parkway, Suite 300, Las Vegas, Nevada 89109, or such other place as the Manager shall determine in it sole discretion.

     1.04 Purpose. The Company has been formed to engage in any lawful activity except for banking and insurance operations.

     1.05 Term. The Company shall commence upon the filing of its Articles of Organization and shall continue until such time as it shall be terminated under the provisions of Article VIII hereof.

     1.06 Agent for Service of Process. The name and business address of the agent for service of process for the Company is Santoro, Driggs, Walch, Kearney, Johnson & Thompson, 400 South Fourth Street, Third Floor, Las Vegas, Nevada 89101, or such other Person as the Manager shall appoint from time to time.

     1.07 Definitions. Whenever used in this Agreement, the following terms shall have the following meanings:

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          (a) “Act” shall mean Chapter 86 of the Nevada Revised Statutes.

          (b) “Additional Member” shall mean any Person that is admitted to the Company as a Member pursuant to Article VII of this Agreement.

          (c) “Agreement” shall mean this written Operating Agreement. No other document or other agreement between the Members shall be treated as part of or superseding this Agreement unless it has been signed by the number of Members required to effect the particular amendment of this Agreement.

          (d) “Cash Available for Distribution” shall mean all cash receipts of the Company less: (i) the amount of cash disbursed by the Company to any Person in accordance with the terms of this Agreement, including, without limitation, all third party expenses payable in connection with the Company’s operations and reimbursement of advances made by a Member to the Company, including predevelopment and postdevelopment expenses, overhead and supervision fees, and builder fees; and (ii) amounts determined by the Manager to be necessary or appropriate to fund the Reserves (as hereinafter defined); plus: (y) Refinancing Proceeds (as hereinafter defined); and (z) Sales Proceeds as hereinafter defined).

          (e) “Company” shall refer to Energetic Additives Company, LLC.

          (f) “Company Liability” shall mean any enforceable debt or obligation for which the Company is liable or that is secured by any assets of the Company.

          (g) “Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year.

          (h) “Interest” shall mean all the rights, privileges, and obligations held by a Member in the Company.

          (i) “Manager” shall mean American Pacific Corporation or any other Person that becomes a Manager pursuant to this Agreement.

          (j) “Member” shall mean American Pacific Corporation, who is the single and sole member of the Company and shall be shown as such on books and records of the Company. Except as expressly permitted by this Agreement, no other Person shall be admitted as a member of the Company, and no additional Interest In the Company shall be issued, without the unanimous approval of the Members (whether one or more). American Pacific Corporation intends for the Company to not be regarded as an entity separate from its owner for federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3. However, if it is determined that the Company is a partnership for federal tax purposes, this Agreement shall be amended to provide for the allocation provisions and other provisions necessary and consistent with partnership status.

          (k) “Organization Expenses” shall mean legal, accounting, and other expenses incurred in connection with the formation of the Company.

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          (l) “Percentage Interest” shall be the percentage interests of the Members as determined in accordance with Section 5.01 hereof.

          (m) “Person” shall mean any individual and any legal entity and their respective heirs, executors, administrators, legal representatives, successors, and assigns.

          (n) “Reserves” shall mean, with respect to any Fiscal Year, funds set aside or amounts allocated during the Fiscal Year to reserves that shall be maintained in amounts deemed sufficient by the Manager for working capital and to pay taxes, insurance, debt service, or other costs or expenses of the Company.

          (o) “Refinancing Proceeds” shall mean all net cash proceeds that result from the refinancing or restructuring of the Company Liabilities.

          (p) “Sale” or “Sales” means any sale or other disposition of all or any portion of the assets of the Company and any net recovery of damages awards, condemnation proceeds, and insurance proceeds pertaining to the demolition, condemnation, or destruction of all or any portion of the assets of the Company.

          (r) “Sales Proceeds” means all cash receipts arising from a Sale less: (i) the amount of cash necessary for the payment of all Company Liabilities (including, without limitation, nonrecourse debts) required to be discharged in connection with such Sale, to the extent then due and excluding Company Liabilities assumed by the buyer participating in the Sale; (ii) costs of Sale (including, without limitation, any cost of repair, renovation, or restoration of Company assets); and (iii) the amount considered appropriate by the Manager to provide Reserves, if any.

II.

Capitalization of the Company

     2.01 Initial Capital Contribution. All of the Interests of the Company shall be initially issued to American Pacific Corporation in consideration for American Pacific Corporation’s contribution to the Company of One Hundred Dollars ($100).

     2.02 Additional Capital Contributions. In addition to the capital contribution set forth in Section 2.01, the Manager may determine, from time to time, the amount of any additional capital contributions necessary to enable to Company to conduct its business. Upon making such determination, the Manager shall give Notice (as hereinafter defined) to all Members in writing at least thirty (30) days prior to the date on which such contribution is due. The Notice shall set forth the amount of the additional capital contribution, the purpose for which the capital contribution is to be used, and the date by which Members must contribute. Each Member shall be entitled to contribute a proportionate share of such additional capital contribution.

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III.

Rights and Duties of the Managers

     3.01 Management. All business and affairs of the Company shall be managed by the Manager. The Manager shall direct, manage, and control the Company to the best of it ability and shall have full and complete authority, power, and discretion to make any and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company. In the event that there is more than one (1) Manager, the decision or act of a majority of the Managers shall be deemed to be the decision or act of the Managers.

     3.02 Powers.

          (a) Certain Powers of Managers. Without limiting the generality of Section 3.01, the Managers shall have power and authority, on behalf of the Company:

               (i) To acquire assets from any Person as the Managers may determine. The fact that a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person, provided that any transaction with an affiliated or connected Person shall be on terms no less favorable to the Company than a similar transaction with a disinterested third party;

               (ii) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as they deem appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. A loan acquired from the Members or affiliates of the Members shall be on terms no less favorable to the Company than a similar loan that the Company could obtain from a disinterested, third-party lender. No debt or other obligation shall be contracted or liability incurred by or on behalf of the Company except by the Manager;

               (iii) To purchase liability and other insurance to protect the Company’s property of the Company;

               (iv) To hold and own any Company real or personal property in the name;

               (v) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments;

               (vi) To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound;

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               (vii) To execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of the Company’s assets, assignments; bills of sale; leases; partnership agreements; and any other instruments or documents necessary, in the opinion of the Manager to the business of the Company;

               (viii) To employ and dismiss from employment employees, agents, brokers, accountants, legal counsel, managing agents, or other experts to perform services for the Company and to compensate them from Company funds;

               (ix) To make an assignment for the benefit of creditors of the Company, file a voluntary petition in bankruptcy, or appoint a receiver for the Company;

               (x) To enter into any and all agreements on behalf of the Company with any Person or entity for any purpose in such forms as the Manager may approve;

               (xi) To institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought by or on behalf of or against the Company; and

               (xii) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

          (b) Power of Attorney. The Manager may act by a duly authorized attorney-in-fact.

     3.03 Manager Has No Exclusive Duty to Company. A Manager shall not be required to manage the Company as it sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any fight, by virtue of this Agreement, to share or participate in such other investments or activities of the Manager or to the income or proceeds derived therefrom.

     3.04 Bank Accounts. The Manager may from time to time open bank accounts in the name of the Company and shall be the sole signator thereon.

     3.05 Indemnity of the Manager. The Manager shall be indemnified by the Company to the fullest extent permitted by the Articles of Organization or Nevada law.

     3.06 Vacancies. In the event the Manager resigns or otherwise ceases to be the Manager, the vacancy may be filled by the affirmative vote of the Members. A Manager elected to fill a vacancy shall serve until his earlier death, resignation, or removal. Any Manager other than American Pacific Corporation can be removed, without cause, by the affirmative vote of the Members.

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     3.07 Salaries and Other Compensation. The salaries and other compensation of the Manager of the Company shall be fixed from time to time by the Members, and no Manager shall be prevented from receiving such salary by reason of the fact that it is also a Member of the Company.

     3.08 Reimbursement of Managers. The Manager shall be reimbursed for all of out-of-pocket expenses incurred in connection with the formation of the Company, Organization Expenses, and the purchase of the assets of the Company, including accountants’ and attorneys’ fees.

     3.09 Company Books. The Manager shall maintain and preserve during the term of the Company and for five (5) years thereafter all accounts, books, and other relevant Company documents. Upon reasonable request, each Member shall have the right, during ordinary business hours, to inspect and copy such Company documents at the Member’s expense, but only for a purpose related to the Member’s Interest in the Company.

IV.

Rights and Obligations of Members

     4.01 Limitation of Liability. Each Member’s liability shall be limited as set forth in the Act and other applicable law.

     4.02 Company Debt Liability. A Member will not be personally liable for any debts or losses of the Company beyond the Member’s respective capital contributions, except as otherwise required by law.

     4.03 List of Members. Upon written request of any Member, the Managers shall provide a list showing the names, addresses, and Interests of all Members of the Company.

V.

Distributions

     5.01 Percentage Interest. The Percentage Interest of a Member shall be the proportion that the Capital Contributions of the Member bears to the total amount of Capital Contributions by all Members. As the sole initial Member, the initial Percentage Interest of American Pacific Corporation is one hundred percent (100%).

     5.02 Cash from Operations.

          (a) Priority. Except as specifically provided elsewhere in this Agreement, distributions of Cash Available for Distribution shall be made to the Members in proportion to their Percentage Interests on the record date of such distribution.

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          (b) Discretion of Manager. Except as specifically provided elsewhere in this Agreement, all distributions of Cash Available for Distribution shall be made at such time and in such amounts as determined by the Manager. All amounts withheld pursuant to the Internal Revenue Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Section 5.02.

     5.03 Limitation Upon Distributions. No distribution of Cash Available for Distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all Company Liabilities, except liabilities to Members on account of their capital contributions.

     5.04 Accounting Method. The books and records of account of the Company shall be maintained in accordance with the cash method of accounting.

     5.05 Interest on and Return of Capital Contributions. No Member shall be entitled to interest on a Members capital contribution or to the return of a Member’s capital contribution except as otherwise specifically provided for herein.

     5.06 Loans to Company. Nothing in this Agreements hall prevent any Member from making secured or unsecured loans to the Company by agreement with the Company.

     5.07 Records, Audits, and Reports. At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company. At a minimum, the Company shall keep at its principal place of business the following records:

          (a) a current list of the full name and last known business, residence, or mailing address of each Manager, both past and present;

          (b) a copy of the Articles of Organization of the Company and all amendments thereto together with executed copies of any powers of attorney pursuant to which any amendment has been executed;

          (c) copies of the Company’s federal, state, and local income tax returns and reports, if any, for the five (5) most recent years;

          (d) copies of the Company’s currently effective written Operating Agreement, copies of any writings permitted or required with respect to a Member’s obligation to contribute cash, property, or services, and copies of any financial statements of the Company for the five (5) most recent years;

          (e) a current list of the full name and last known business, residence, or mailing address of each Member, both past and present;

          (f) copies of any prior written operating agreement no longer in effect; and

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          (g) copies of all agreements by Members to make capital contributions to the Company.

     5.08 Returns and Other Elections. The Managers shall cause the preparation and timely filing of all tax returns required to be filed by the Company. Copies of such returns or pertinent information therefrom shall be furnished to the Members within a reasonable time alter the end of the Company’s fiscal year but in no event later than March 15 of each year. All elections permitted to be made by the Company under federal or state laws shall be made by the Manager in his sole discretion.

VI.

Restrictions on Transferability

     6.01 Transfer of Interests. The Members shall have the fight to sell, transfer, assign, pledge, mortgage, or otherwise dispose of their Interests, or any portion thereof, only upon the prior written consent of the Manager.

     6.02 General Restriction. Any transferee of a Member’s Interests in breach of Section 6.01 hereof shall have no right to vote or otherwise participate in the management of the business and affairs of the Company or to become a Member; provided, however, that if the transferee is a Member, then such transferee Member shall only be entitled to vote those Interests that he held prior to the transfer.

     6.03 Resignation. No Member shall resign from the Company prior to the dissolution and termination of the Company pursuant to Article VIII hereof.

VII.

Additional and Substitute Members

From the date of the formation of the Company, any Person may become a Member of the Company, subject to the terms and conditions of this Agreement, provided such Person: (a) is acceptable to the Manager and acquires new Interests for such consideration as the Manager shall determine, in his sole discretion, is adequate (an “Addition al Member”); or (b) is a transferee of a Member’s Interest, or any portion thereof, subject to the terms and conditions of this Agreement (a “Substitute Member”). Additional Members and Substitute Members shall not be entitled to any retroactive allocation of losses, income, or expense deductions incurred by the Company. The Manager may, at his option, at the time an Additional Member or a Substitute Member is admitted, close the Company books (as though the Company’s tax year had ended) or make pro rata allocations of loss, income, and expense deductions to an Additional Member or a Substitute Member for that portion of the Company’s tax year in which an Additional Member or a Substitute Member was admitted.

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VIII.

Dissolution and Termination

     8.01 Dissolution. The Company shall be dissolved upon the unanimous consent of the Members.

     8.02 Effect of Filing of Articles of Dissolution. Upon the dissolution of the Company, the Company shall cease to carry on its business except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until the Articles of Dissolution are filed by the Secretary of State.

     8.03 Winding Up, Liquidation, and Distribution of Assets.

          (a) Accounting. Upon dissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities, and operations from the date of the last previous accounting until the date of dissolution. The Managers shall immediately proceed to wind up the affairs of the Company.

          (b) Duties of Manager. If the Company is dissolved and its affairs are to be wound up, the Manager shall: (i) sell or otherwise liquidate all of the Company’s assets as promptly as is practicable (except to the extent the Managers may determine to distribute any Company assets to the Members in kind); (ii) discharge all Company Liabilities including, but not limited to, all costs relating to the dissolution, winding up, liquidation, and distribution of Company assets; (iii) establish such Reserves as may be reasonably necessary to provide for contingent Company Liabilities; and (vi) distribute the remaining Company assets to the Members.

          (c) Termination. Upon completion of the winding up, liquidation, and distribution of the Company assets, the Company shall be deemed terminated.

          (d) Applicable Law. The Manager shall comply with any requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

     8.04 Articles of Dissolution. When all debts, liabilities, and obligations have been paid and discharged or adequate provisions have bean made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed and filed with the Nevada Secretary of State.

IX.

Miscellaneous Provisions

     9.01 Application of Nevada Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of Nevada.

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     9.02 Amendments. Except as provided otherwise within this Agreement, this Agreement may be amended by the written agreement or consent of American Pacific Corporation.

     9.03 Execution of Additional Instruments. Each Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney, and other instruments necessary to comply with any laws, roles, or regulations.

     9.04 Construction. Whenever the singular is used in this Agreement, when required by the context the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa; and the word “person” or “party” shall include a corporation, firm, partnership, proprietorship, limited-liability company, or other form of association.

     9.05 Headings. The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

     9.06 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

     9.07 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right or use of any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance, or otherwise.

     9.08 Severability. If any provision of this Agreement or the application thereof to any person or Circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforce able to the fullest extent permitted by law.

     9.09 Heirs, Successors, and Assigns. Each and all of the covenants, terms, provisions, and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors, and assigns.

     9.10 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

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XI.

Execution

This Operating Agreement is executed as of the day and year first written above.

American Pacific Corporation
Member

Name: /s/ Fortunato Villamagna   
Title: VP Business Development

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EX-3.20

Exhibit 3.20

File # 2 00524510152 State of California — Secretary of State            ENDORSED — FILED LIMITED LIABILITY COMPANY            In the office of the Secretary of State ARTICLES OF ORGANIZATION            Of the State of California AUG 31 2005 A $70.00 filing fee must accompany this form. IMPORTANT — Read instructions before completing this form. This Space For Filing Use Only ENTITY NAME (End the name with the words “Limited Liability Company,” “Ltd. Liability Co.,” or the abbreviations “LLC” or “L.L.C.”) 1. NAME OF LIMITED LIABILITY COMPANY Ampac Fine Chemicals LLC PURPOSE (The following statement is required by statute and may not be altered.) 2. THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. INITIAL AGENT FOR SERVICE OF PROCESS (If the agent is an individual, the agent must reside in California and both Items 3 and 4 must be completed. If the agent is a corporation, the agent must have on file with the California Secretary of State a certificate pursuant to Corporations Code section 1505 and Item 3 must be completed (leave Item 4 blank). 3. NAME OF INITIAL AGENT FOR SERVICE OF PROCESS CT Corporation System 4. IF AN INDIVIDUAL, ADDRESS OF INITIAL AGENT FOR SERVICE OF PROCESS IN CALIFONRIA CITY STATE ZIP CODE CA MANAGEMENT (Check only one) 5. THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY: c     o        ONE MANAGER c     o        MORE THAN ONE MANAGER c    þ ALL LIMITED LIABILITY COMPANY MEMBER(S) ADDITIONAL INFORMATION 6. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE EXECUTION 7. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. /s/ Julie Harkness Cooke 8/31/05 — SIGNATURE OF ORGANIZER DATE Julie Harkness Cooke — Organizer — TYPE OR PRINT NAME OF ORGANIZER RETURN TO (Enter the name and the address of the person or firm to whom a copy of the filed document should be returned.) 8. NAME            Katherine R. Perkins FIRM            Morrison & Foerster LLP ADDRESS 425 Market Street, 32^nd Floor CITY/STATE/ZIP            San Francisco, CA 94105 LLC-1 (REV 03/2005) APPROVED BY SECRETARY OF STATE

EX-3.21

Exhibit 3.21

LIMITED LIABILITY COMPANY AGREEMENT
OF
AMPAC FINE CHEMICALS LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Ampac Fine Chemicals LLC (the “Company”), is entered into as of the 22nd day of October 2005, by American Pacific Corporation, a Delaware corporation, as the sole member of the limited liability company (the “Member”).

     The Member is executing this Agreement for the purpose of forming a limited liability company pursuant to and in accordance with the Beverly-Killea Limited Liability Company Act (Cal. Bus. & Prof. Code § 17000 et seq.), as amended from time to time (the “California Act”), and hereby certifies and agrees as follows:

     1. Formation.

     1.1 Name. The name of the limited liability company formed hereby is Ampac Fine Chemicals LLC. The Company shall be formed pursuant to this Agreement and upon the filing of the articles of organization of the Company with the Secretary of State of the State of California (the “Secretary of State”) setting forth the information required by Section 17051 of the Act. Each of the Board of Directors (as hereinafter defined) and Julie Cooke is hereby designated as an authorized person, within the meaning of the California Act to execute, deliver and file the articles of organization of the Company, and any action taken prior to the execution of this Agreement in connection therewith by either such person is hereby ratified and confirmed. The Company has caused to be filed by Julie Cooke the articles of organization of the Company with the Secretary of State on August 31, 2005.

     1.2 Principal Place of Business. The principal place of business of the Company shall be Highway 50 at Hazel Avenue, Rancho Cordova, CA 95670, and the mailing address for the Company shall be P.O. Box 1718, Rancho Cordova, CA 95741, or such other place as the Board of Directors may determine in its discretion.

     1.3 Agent for Service of Process. The initial registered agent for service of process for the Company shall be CT Corporation. The Member may change the agent for service of process at any time.

     1.4 Purpose.

     The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the California Act, including the operation of a fine chemicals business supplying chemical intermediaries to the pharmaceutical industry and the ownership and improvement of real property related thereto.

     1.5 Powers of the Company.

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          (i) The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to, or for the furtherance of, the purpose set forth in Section 1.4.

     1.6. Member. The name and the mailing address of the Member of the Company is American Pacific Corporation, 3770 Howard Hughes Pkwy, Ste 300, Las Vegas, NV 89109.

     1.7. Powers of Member. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. Except as otherwise specifically provided by this Agreement or required by the California Act, the Board of Directors (as hereinafter defined) shall have the power to act for and on behalf of, and to bind, the Company. Each of Seth Van Voorhees and Linda Ferguson is hereby designated as an authorized person, within the meaning of the California Act, to execute, deliver and file any amendments and/or restatements to the Articles of Organization of the Company and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     2. Board of Directors.

          2.1 Authority, Election, Number.

          (i) Board of Directors. Management of the Company shall be vested in a Board of Directors. The Board of Directors of the Company shall have all the rights and powers that may be possessed by a manager under the California Act. The Board of Directors shall have full and complete authority, power and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts customary or incident to the powers granted by law or under this Agreement. Unless otherwise provided in this Agreement or by any non-waivable provision of the California Act, all actions of the Board of Directors shall be by the affirmative vote or written consent of a majority of the members of the Board of Directors. Each Director shall have one vote with respect to matters before the Board of Directors.

          (ii) Election of Directors. Directors shall be elected by the Member at an annual or special meeting held for such purpose or by unanimous written consent of the Member.

          (iii) Number and Terms of Directors. The Board of Directors shall have not less than one (1) nor more than three (3) members (each, a “Director”) until changed by amendment of this Agreement by the affirmative vote of the Member. The exact number of Directors shall be fixed from time to time, within the limits specified herein, by the vote of the Member. Subject to the foregoing provisions for changing the number of Directors, the number of Directors of the Company has been fixed at three (3), who are John Gibson and Seth Van Voorhees, with one vacancy. Directors shall hold office for a term of two (2) years and thereafter until their respective successors are elected, or until his or her earlier death or resignation or removal in accordance with this Section 2.

          (iv) No Management by Other Persons or Entities. Except as provided in this Section 2 or as otherwise expressly delegated by the Board of Directors, no person or entity other than the Board of Directors and the Member shall be an agent of the Company or have any right,

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power or authority to transact any business in the name of the Company or to act for, or on behalf of, the Company.

          2.2 Certain Powers of Board of Directors. Without limiting the generality of Section 2.1 hereof, the Board of Directors shall have power and authority, on behalf of the Company:

          (i) To appoint officers to run and manage the day-to-day operations of the Company in accordance with and as limited by this Agreement, including maintaining a place for all books of account and other records of the Company;

          (ii) To acquire property from any person as the Board of Directors may determine, provided that the fact that a Director or the Member is directly or indirectly Affiliated or connected with any such person shall not prohibit the Board of Directors from dealing with such person;

          (iii) To borrow money for the Company on such terms as the Board of Directors deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;

          (iv) To purchase liability and other insurance to protect the Company’s property and business and to protect the assets of the Member, the Directors and the officers of the Company;

          (v) To acquire, hold and dispose of any Company real and/or personal properties;

          (vi) To open bank accounts in the name of the Company, and the Directors or officers shall be the sole signatories thereon, unless the Directors determine otherwise;

          (vii) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;

          (viii) To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any agreement to which the Company may be bound;

          (ix) To execute on behalf of the Company all instruments and documents necessary, in the opinion of the Board of Directors, to conduct the business of the Company;

          (x) To fix the reasonable compensation of the Directors, irrespective of any personal interest of any of the Directors, including the reimbursement of expenses, if any, of attendance at each meeting of the Board of Directors and payment of a fixed sum for attendance at meetings; provided that these payments shall not preclude any Director from serving the Company in any other capacity and receiving compensation therefor;

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          (xi) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;

          (xii) To enter into any and all other agreements on behalf of the Company, with any other person for any purpose, in such forms as the Board of Directors may approve; and

          (xiii) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.

          2.3 Limitation on Authority of Board of Directors.

          (i) Notwithstanding anything in this Section 2 to the contrary, without the consent of the Member, the Board of Directors shall not:

          (ii) do any act that would contravene the Articles of Organization or this Agreement or make it impossible to carry on the ordinary business of the Company;

          (iii) possess Company property, or assign rights in specific property, for other than a Company purpose; or

          (iv) allow Company assets to be used for any purpose other than for the exclusive benefit of the Company, or to be commingled with the assets of any other person.

          2.4 Resignation. Any Director of the Company may resign from office by delivering or causing to be delivered to any officer of the Company, or to the Board of Directors, a written resignation, which shall take effect upon being so delivered or at such other time as may be specified therein.

          2.5 Removal. The Board of Directors or any individual director may be removed from office, with or without cause, at any time by the affirmative vote of the Member.

          2.6 Vacancies. A vacancy in the Board of Directors shall be deemed to exist under this Agreement in the case of the death, removal or resignation of any Director, or if the Member fails to appoint the number of Directors then constituting the whole Board of Directors. Vacancies shall be filled by the affirmative vote of the Member. Each Director elected to fill a vacancy shall hold office for the unexpired portion of the term of the Director whose place shall be vacant and until his or her successor shall have been duly elected.

     3. Officers.

          3.1 Officers. The Company may have, but is not required to have, the following officers: a President or a Chairman of the Board or both, Vice Presidents, a Chief Financial Officer, and a Secretary, and such other officers as the Board of Directors may appoint. The Board of Directors shall have the authority to appoint the officers and to prescribe their duties. Any person may simultaneously hold more than one office of the Company.

          3.2 Term of Office. The President, Chairman of the Board, Vice Presidents, Chief Financial Officer and Secretary shall each hold office until his or her successor is chosen

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and qualified or in each case until he or she sooner dies, resigns or is removed, and each other officer shall hold office in accordance with the terms of his or her appointment.

          3.3 Removal. Any officer of the Company may be removed from office with or without cause at any time by the Board of Directors.

          3.4 Vacancies. A vacancy in any office because of death, resignation, removal or disqualification may be filled for the unexpired portion of the term by vote of the Board of Directors.

          3.5 President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the Company. The President shall have the general powers and duties of management usually vested in the office of President of a California corporation and shall have such other powers and duties as may be prescribed by the Board of Directors. Initially, the President shall be John Gibson.

          3.6 Chairman of the Board of Directors. Except as otherwise determined by the Board of Directors, the Chairman of the Board of Directors, when present, shall preside at all meetings of the Members and all meetings of the Board of Directors. The Chairman of the Board of Directors shall perform those other duties which from time to time may be assigned to him or her by the Board of Directors. Initially, the Chairman of the Board shall be John Gibson.

          3.7 Vice Presidents. The Board of Directors may appoint one or more Vice Presidents. Any Vice President shall also perform those other duties which from time to time may be assigned to him or her by the Board of Directors or the President. Linda Ferguson shall initially be a Vice President, and her duties shall include applying for environmental permits on behalf of the Company.

          3.8 Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer of the Company and shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company. The books of account shall at all times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name of, and to the credit of, the Company with such depositaries as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Board of Directors, shall render to the President and the Board of Directors whenever the Board of Directors requests it, an account of all of his or her transactions as chief financial officer and of the financial condition of the Company and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the President. The initial Chief Financial Officer shall be Seth Van Voorhees.

          3.9 Secretary. The Secretary shall keep or cause to be kept at the principal place of business of the Company, or such other place as the Board of Directors may direct, a book of minutes of all formal actions of the Board of Directors and the Member. The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the name and address of the Member, the number and date of

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certificates issued in respect of the Member’s interest in the Company, if any, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President. The initial Secretary shall be Linda Ferguson.

          3.10 Compensation; Signing Authority. The Board of Directors may appoint, employ, or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for, or on behalf of, the Company as it shall determine in its discretion. The Board of Directors may delegate to any officer of the Company, or to any such other person or entity, such authority to act on behalf of the Company as the Board of Directors may from time to time deem appropriate in its sole discretion. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board of Directors, subject to the approval of the Compensation Committee of the Member. Except as otherwise provided by the Board of Directors, when the taking of such action has been authorized by the Board of Directors, the Board of Directors or any officer of the Company, or any other person specifically authorized by the Board of Directors, may execute any contract or other agreement or document on behalf of the Company.

          3.11 Reliance by Third Parties. Any person or entity dealing with the Company or the Board of Directors or the Member may rely upon a certificate signed by the President or the Secretary as to:

               (i) the identity of the Board of Directors, any officer or the Member;

               (ii) the existence or non-existence of any fact or facts that constitute a condition precedent to acts by the Board of Directors or the Member or are in any other manner germane to the affairs of the Company;

               (iii) the persons who, or entities that, are authorized to execute and deliver any instrument or document of, or on behalf of, the Company; or

               (iv) any act or failure to act by the Company or as to any other matter whatsoever, involving the Company or the Member.

     4. Records and Information. The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with the accounting methods elected to be followed by the Company for federal income tax purposes. The Company shall maintain in writing or in any other form capable of being converted into clearly legible tangible form (i) a copy of the Articles of Organization and all amendments thereto, (ii) copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years, (iii) a copy of the Company’s operating agreement and amendments thereto, (iv) copies of the financial statements of the Company for the six most recent fiscal years, and (v) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four fiscal years. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business.

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     5. Term; Dissolution. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Section 5. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member, or (b) the entry of a decree of judicial dissolution under Section 17351 of the California Act. If at any time there is no Member of the Company, the Company shall not dissolve but the legal representative or successor of the Member shall agree in writing to continue the Company and to the admission of the legal representative of the Member or its nominee or its designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the Member. Upon the dissolution of the Company, the Board of Directors shall wind up the Company’s affairs as provided in the California Act.

     6. Capitalization.

     6.1 Capital Contribution. The Member shall contribute $[___] in cash and no other property, to the Company as its initial “Capital Contribution” and this will be reflected in the Company’s records. In exchange for its initial Capital Contribution, the Member shall receive 100% of the membership interests in the Company.

     6.2 Additional Contributions. The Member may, but is not required to, make any additional capital contribution to the Company.

     6.3 Allocation of Profits and Losses; Tax Status. The Company’s profits and losses shall be allocated to the Member. At all times that the Company has only one member (who owns 100% of the limited liability company interests in the Company), it is the intention of the Member that the Company be disregarded for federal, state, local and foreign income tax purposes and that the Company be treated as a division of the Member.

     7. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Board of Directors, provided that no distribution shall be made in violation of the California Act and, unless otherwise determined by the Board of Directors, no distribution will be paid to the Member upon its withdrawal in connection with the voluntary assignment of its entire interest pursuant to Section 8 hereof.

     8. Assignments. The Member may transfer or assign (including as a collateral assignment or pledge) or otherwise encumber in whole or in part its limited liability company interest. To facilitate a pledge of the interests in the Company in connection with a financing, the Company opts into coverage of Revised Article 8 of the Uniform Commercial Code, and the interests in the Company will constitute certificated or uncertificated securities. In connection with a voluntary transfer or assignment by the Member of its entire limited liability company interest in the Company, the Member will automatically withdraw and the assignee will automatically and simultaneously be admitted as the successor Member without any further action at the time such voluntary transfer or assignment becomes effective under applicable law and the Company shall be continued without dissolution. In connection with a partial assignment or transfer by the Member of its limited liability company interest in the Company, this Agreement shall be amended to reflect the fact that the Company will have more than one member or one member and one or more economic interest holding assignees.

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     9. Withdrawal. The Member may withdraw from the Company at such time as it shall determine.

     10. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member of the Company, this Agreement shall be amended by the Member and the person or persons to be admitted as additional members to make such changes as they shall determine to reflect the fact that the Company shall have more than one member.

     11. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the California Act.

     12. Indemnification.

          12.1 Exculpation.

          (i) For purposes of this Agreement, the term “Covered Persons” means the Directors, the Member, any Affiliate of the Member and any officers, directors, stockholders, partners or employees of the Member and its Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

          (ii) No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed (whether or not constituting negligence) or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person (other than the Member, irrespective of the capacity in which it acts) shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct. The Member, whether acting as Member, or in any other capacity, shall not be liable to the Company or to any other Covered Person for any loss, damage or claim incurred by reason of any act or omission (whether or not constituting negligence or gross negligence) performed or omitted by the Member in good faith.

          (iii) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within the professional or expert competence of such person or entity and who or which has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. The foregoing provision shall in no way be deemed to reduce the limitation on liability of the Member provided in clause (ii) of this Section 12.1.

          12.2 Duties and Liabilities of Covered Persons.

          (i) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other

8

Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

          (ii) All provisions of this Section 12 shall apply to any Covered Person for all actions or omissions taken while such person was a Covered Person to the same extent as if such person were still a Covered Person.

          (iii) No amendment or repeal of this Section 12 shall adverse affect the rights or protections afforded to a Covered Person for or with respect to any acts or omissions of such person taken prior to such amendment or repeal.

          12.3 Indemnification. To the fullest extent permitted by applicable law, any Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission (whether or not constituting negligence) performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person (other than the Member, irrespective of the capacity in which it acts) shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 12 shall be provided out of, and to the extent of, Company assets only, and no Covered Person shall have any personal liability on account thereof. To the fullest extent permitted by applicable law, the Member (irrespective of the capacity in which it acts) shall be entitled to indemnification from the Company for any loss, damage or claim incurred by the Member by reason of any act or omission (whether or not constituting negligence or gross negligence) performed or omitted by the Member in good faith on behalf of the Company.

          12.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 12.

     13. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Member.

     14. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California, without regard to the rules of conflict of laws thereof or of any other jurisdiction that would call for the application of the substantive laws of a jurisdiction other than the State of California.

9

     15. Entire Agreement. This Agreement and the documents and agreements contemplated in this Agreement constitute the entire agreement with the Member with regard to the subject matter hereof and thereof.

     16. No Third Party Beneficiaries. Except as expressly provided herein, this Agreement is entered into for the sole and exclusive benefit of the parties hereto and will not be interpreted in such a manner as to give rise to or create any rights or benefits of or for any person or entity not a party hereto.

     17. Severability. If any provision of this Agreement, or the application of such provision to any person or circumstances, is held invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall continue in full force without being impaired or invalidated.

     IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the day and year first aforesaid.

AMERICAN PACIFIC CORPORATION
By:	/s/ Seth Van Voorhees
	Name:	Seth Van Voorhees
	Title:	Chief Financial Officer

10

EX-3.22

Exhibit 3.22

AMENDMENT TO
THE LIMITED LIABILITY COMPANY AGREEMENT OF
AMPAC FINE CHEMICALS LLC

This Amendment (this “Amendment”) to the Limited Liability Company Agreement of Ampac Fine Chemicals LLC (the “Company”) dated as of October 22, 2005 (the “Agreement”), is made as of the 30th day of November, 2005, by American Pacific Corporation, a Delaware corporation, as the sole member of the Company (the “Member”).

Pursuant to Section 13 of the Agreement, Section 6.1 of the Agreement is amended and restated as follows:

Capital Contribution. The Member shall contribute $100.00 in cash and no other property, to the Company as its initial “Capital Contribution” and this will be reflected in the Company’s records. In exchange for its initial Capital Contribution, the Member shall receive 100% of the membership interests in the Company.

Pursuant to Section 13 of the Agreement, Section 8 of the Agreement is amended and restated as follows:

Assignments. The Member may transfer or assign (including as a collateral assignment or pledge) or otherwise encumber in whole or in part its limited liability company interest. In connection with a voluntary transfer or assignment by the Member of its entire limited liability company interest in the Company, the Member will automatically withdraw and the assignee will automatically and simultaneously be admitted as the successor Member without any further action at the time such voluntary transfer or assignment becomes effective under applicable law and the Company shall be continued without dissolution. In connection with a partial assignment or transfer by the Member of its limited liability company interest in the Company, this Agreement shall be amended to reflect the fact that the Company will have more than one member or one member and one or more economic interest holding assignees.

     IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the day and year first aforesaid.

AMERICAN PACIFIC CORPORATION
By:	/s/ Seth Van Voorhees
	Name:	Seth Van Voorhees
	Title:	Chief Financial Officer

EX-5.1

Exhibit 5.1

[MORRISON & FOERSTER LLP LETTERHEAD]

July 3, 2007
 
 

American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada 89169

Re: $110,000,000 Aggregate Principal Amount of 9% Senior Notes due 2015;
Registration Statement on Form S-4

Ladies and Gentlemen:
 

We have acted as counsel to American Pacific Corporation, a Delaware corporation (the “Company”), and the subsidiaries of the Company named on Schedule I hereto (the “Guarantors” and, together with the Company, the “Registrants”) in connection with the filing by the Registrants with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an offer to exchange (the “Exchange Offer”) up to $110,000,000 in aggregate principal amount of the Company’s 9% Senior Notes due 2015 (the “Exchange Notes”) for an equal principal amount of the Company’s previously issued and currently outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the prospectus forming a part of the Registration Statement and the accompanying letter of transmittal. The Exchange Notes will be issued pursuant to the terms and conditions of, and in the form set forth in, an indenture, dated as of February 6, 2007 (the “Indenture”), among the Company, the Guarantors (as defined in the Indenture) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed by each of the Guarantors (each, a “Guarantee” and collectively, the “Guarantees”). The Exchange Notes, the Guarantees of the Exchange Notes and the Indenture are collectively referred to hereinafter as the “Documents.”

In connection with this opinion, we have examined originals or copies of the Documents and specimens of the Exchange Notes and the Guarantees of the Exchange Notes. In addition, we have examined such corporate records, documents, instruments, certificates of public officials and of the Registrants, made such inquiries of officials of the Registrants, and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

In such examination, we have assumed the genuineness of all signatures, the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by entities other than the Company, Ampac Fine Chemicals LLC, a California limited liability company (“AFC”), and

American Pacific Corporation
July 3, 2007
Page Two
 

Ampac-ISP Corp., a Delaware corporation (“AIC”, and together with AFC, the “Designated Guarantors”), we have assumed (1) that such other entity has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents, (2) the due authorization by each such entity of all requisite action, (3) the due execution and delivery of such documents by each such entity, (4) that such documents constitute the legal, valid and binding obligations of the parties (other that the Company and the Designated Guarantors), (5) that the Indenture constitutes the legal, valid and binding obligations of the Trustee, and (6) that the Indenture has been duly authenticated by the Trustee and will be duly qualified under the Trust Indenture Act of 1939, as amended. We have also assumed compliance with all applicable state securities and “Blue Sky” laws.

The opinions hereinafter expressed are subject to the following qualifications and exceptions:

     (i)     We express no opinion as to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination. Without limiting the generality of the foregoing qualification, we advise you that, if a Guarantee has not been given for fair or reasonably equivalent consideration, and a Guarantor is or by executing such Guarantee may become, insolvent, or will be rendered insolvent by the transaction contemplated by the Documents, or after giving effect to such transactions, will be left with unreasonably small capital with which to engage in its anticipated business, or will have intended to incur, or will have believed it has incurred, debts beyond its ability to pay as such debts mature, then such Guarantee may be voidable by creditors of such Guarantor or by a trustee or receive of such Guarantor in bankruptcy or similar proceedings pursuant to bankruptcy, fraudulent conveyance or similar laws.

    (ii)      We express no opinion as to limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Documents; and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenants of good faith and fair dealing, or would be commercially unreasonable, or where their breach is not material.

   (iii)      We express no opinion as to the enforceability of provisions of the Documents imposing, or which are construed as effectively imposing, penalties or forfeitures.

   (iv)      We express no opinion as to the enforceability of provisions of the Documents which purport to establish evidentiary standards or to make determinations conclusive.

    (v)      We express no opinion as to the effect on the opinions expressed herein of (a) the compliance or non-compliance of any party to the Documents (other than the Company and the Designated Guarantors) with any laws or regulations applicable to it, or (b) the legal or regulatory status or the nature of the business of any such party (other than the Company and the Designated Guarantors).

American Pacific Corporation
July 3, 2007
Page Three
 

    (vi)      We express no opinion as to the effect of judicial decisions which may permit the introduction of extrinsic evidence to supplement the terms of the Documents or to aid in the interpretation of the Documents.

    (vii)     We express no opinion as to the enforceability of any indemnification, contribution or exculpation provisions in the Documents which may be limited or prohibited by federal or state securities laws or by public policy.

    (viii)    We express no opinion as to the enforceability of any choice of law provisions contained in the Documents or the enforceability of any provisions which purport to establish a particular court as the forum for adjudication of any controversy relating to the Documents or which purport to cause any party to waive or alter any right to a trial by jury or which waive objection to jurisdiction.

    (ix)       Our opinion in paragraph 2 below is subject to the defenses available to a guarantor under applicable law, but waivers of such defenses set forth in the Guarantee are enforceable, subject to the other exceptions set forth herein.

     (x)      We express no opinion as to the enforceability of (i) waivers by parties of any statutory or constitutional rights or remedies, (ii) provisions providing that waivers or consents by a party may not be given effect unless in writing or that one or more waivers may not under certain circumstances constitute a waiver of other matters of the same kind, (iii) any indemnification and contribution rights, which may be limited by applicable law or public policy and (iv) obligations of any party to pay any default interest rate, early termination fee or other form of liquidated damages, to the extent that the payment of such interest rate, fee or damages is construed as unreasonable in relation to actual damages or disproportionate to actual damages suffered by the party to which such amounts are paid as a result of such default or termination, or is otherwise not qualified as liquidated damages.

      (xi)      Enforceability of the Guarantees may be limited by statutes or principles of law applicable to guaranties. Those statutes and provisions may, inter alia, limit the right of a creditor to alter materially the original obligation of the principal, to elect remedies on default that impair the subrogation rights of the guarantor against the principal, or to take other action that materially prejudices the guarantor. In this connection, we advise you that failure to comply with such statutes or principles may operate to exonerate the Guarantors from their obligations under the Guarantees and we express no opinion as to any right or defense of the Guarantors contained therein.

American Pacific Corporation
July 3, 2007
Page Four
 

Our opinion is based upon current statutes, rules, regulations, cases and official interpretive opinions, and it covers certain items that are not directly or definitively addressed by such authorities.

Based upon and subject to the limitations and qualifications set forth herein, we are of the opinion that upon (i) the valid tender of the Outstanding Notes to Wells Fargo Bank, National Association, as exchange agent for the Exchange Offer, (ii) the execution and authentication of the Exchange Notes in accordance with the provisions of the Indenture and (iii) the issuance of the Exchange Notes in exchange for such tendered Outstanding Notes in accordance with the terms set forth in the prospectus forming a part of the Registration Statement, the accompanying letter of transmittal and the Indenture:

    (1) The Exchange Notes will have been duly authorized and will be valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms.

    (2) The Guarantees of the Exchange Notes by each of the Designated Guarantors will have been duly authorized and will be valid and binding obligations of the respective Designated Guarantors, enforceable against the Designated Guarantors in accordance with their terms.

We express no opinion as to matters governed by laws other than the substantive laws of the States of California and New York, the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, in each case without reference to choice-of-law rules, which are in effect on the date hereof.

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and any amendments thereto and to the reference to our firm under the caption “Legal Matters” in the prospectus included therein.

Very truly yours,

/s/ Morrison & Foerster LLP

Morrison & Foerster LLP

American Pacific Corporation
July 3, 2007
Page Five

Schedule I

GUARANTORS

American Pacific Corporation, a Nevada corporation
American Azide Corporation, a Nevada corporation
Ampac Farms, Inc., a Nevada corporation
Ampac-ISP Corp., a Delaware corporation
Energetic Additives Inc., LLC, a Nevada limited liability company
Ampac Fine Chemicals LLC, a California limited liability company

EX-5.2

Exhibit 5.2

		Brian W. Boschee
Gregory J. Walch	SANTORO, DRIGGS, WALCH,	Bryce K. Earl
Nicholas J. Santoro	KEARNEY, HOLLEY & THOMPSON	Ogonna M. Atamoh
Michael E. Kearney	Attorneys	Jennifer K. Craft
J. Douglas Driggs, Jr.	400 South Fourth Street, Third Floor	James P. Jensen
Richard F. Holley	Las Vegas, Nevada 89101	Byron E. Thomas
Ronald J. Thompson	Tel (702) 791-0308	Grace M. Kim
James E. Whitmire, III	Fax (702) 791-1912	Shweta Pahouja
Daniel L. Schwartz		F. Thomas Edwards
Victoria L. Nelson		Jason D. Smith
Dean S. Bennett		Cody T. Winterton
Andrew J. Glendon		Robert B. Kouchoukos Taylor L. Randolph
		Anthony A. Junker
Kevin L. Johnson
Lee E. Davis		Of Counsel:
Thomas G. Grace		Anthony A. Zmaila
James D. Boyle		Charles L. Titus
Oliver J. Pancheri

Writer’s email: ddriggs@nevadafirm.com

July 3, 2007

American Pacific Corporation
3770 Howard Hughes Parkway
Suite 300
Las Vegas, Nevada 89169

RE:	American Pacific Corporation
	9% Senior Notes due 2015

Ladies and Gentlemen:

     We have acted as special Nevada counsel to American Pacific Corporation, a Nevada corporation (“APC”), American Azide Corporation, a Nevada corporation (“AAC”), Ampac Farms, Inc., a Nevada corporation (“AFI”) and Energetic Additives Inc., LLC, a Nevada limited liability company (“EAI”), (collectively, the “Nevada Subsidiaries”), each of which is a subsidiary of American Pacific Corporation, a Delaware corporation (the “Company”), in connection with the filing by the Company, the Nevada Subsidiaries and the other subsidiaries of the Company named on Schedule I hereto (the “Non-Nevada Subsidiaries” and, together with the Company and the Nevada Subsidiaries, the “Registrants”) with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an offer to exchange (the “Exchange Offer”) up to $110,000,000 in aggregate principal amount of 9% Senior Notes due 2015 (the “Exchange Notes”) for an equal principal amount of the Company’s previously issued and currently outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”), upon the terms and subject to the conditions set forth in the prospectus forming a part of the Registration Statement and the accompanying letter of transmittal. The Exchange Notes will be issued pursuant to the terms and conditions of, and in the form set forth in, an indenture, dated as of February 6, 2007 (the “Indenture”), among the Company, the Guarantors (as defined in the Indenture) and Wells Fargo Bank, National

American Pacific Corporation
July 3, 2007
Page 2

Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed by each of the Guarantors (each, a “Guarantee” and collectively, the “Guarantees”). The Exchange Notes, the Guarantees of the Exchange Notes and the Indenture are collectively referred to hereinafter as the “Documents.”

     In connection with this opinion, we have examined originals or copies of the Documents. In addition, we have examined such corporate records, documents, instruments, certificates of public officials and of the Nevada Subsidiaries and considered such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.

     With respect to all documents examined by us, we have assumed that: (i) all signatures on documents examined by us are genuine; (ii) all documents submitted to us as originals are authentic; and (iii) all documents submitted to us as copies conform to the originals of those documents.

     With respect to the opinion expressed in paragraph (1) below, (a) as to jurisdictions in which qualification is necessary, we have relied exclusively on certificates executed by officers of the Nevada Subsidiaries (collectively the “Opinion Certificates”), to the effect that each of the Nevada Subsidiaries does not conduct any material business or own or lease any material property outside the jurisdiction of its incorporation or as otherwise set forth on such certificates, and (b) as to the good standing of the Nevada Subsidiaries in the jurisdiction of its organization, we have relied exclusively on certificates of public officials.

     For purposes of the opinion set forth in paragraph (4) below, we have assumed that the applicable laws in effect as of the date of the Exchange Offer will not have been changed, modified, amended or superseded from the applicable laws in effect as of the date hereof.

     We specifically express no opinion concerning the effect or applicability of the tax laws of the State of Nevada or the Unites States of America, the Securities Act, the Securities Exchange Act of 1934, other Federal securities laws and the securities laws of any state, including but not limited to the State of Nevada. We further specifically express no opinion concerning the effect or applicability of any licenses or permits required by any governmental authority. This opinion is limited to the matters expressly set forth herein, no opinion is implied or may be inferred beyond the matters expressly set forth herein.

     This opinion is limited to the laws of the State of Nevada (excluding the securities and blue sky laws of the State of Nevada), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Nevada laws and rules, regulations and orders thereunder that are currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Nevada as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

American Pacific Corporation
July 3, 2007
Page 3

     1. The Nevada Subsidiaries are duly organized, validly existing and in good standing under the laws of the State of Nevada.

     2. The Nevada Subsidiaries have the corporate power and authority to execute and deliver, and to perform and observe the provisions of, the Documents.

     3. The execution, delivery and performance of the Indenture and the Guarantees of the Exchange Notes (the “Exchange Guarantees”) by each of the Nevada Subsidiaries have been authorized by all necessary corporate action by each such Nevada Subsidiary.

     4. The Exchange Guarantees of the Nevada Subsidiaries, when they are delivered in accordance with the terms of the Exchange Offer, will be validly issued by the Nevada Subsidiaries and will constitute valid and binding obligations of the Nevada Subsidiaries.

     We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and any amendments thereto and to the reference to our firm under the caption “Legal Matters” in the prospectus included therein.

Very truly yours,

SANTORO, DRIGGS, WALCH,
KEARNEY, HOLLEY & THOMPSON

/s/ Grace M. Kim for

J. Douglas Driggs, Jr., Esq.

JDD: gmk

American Pacific Corporation
July 3, 2007
Page 4

Schedule I

NON-NEVADA SUBSIDIARIES

Ampac-ISP Corp., a Delaware corporation
Ampac Fine Chemicals LLC, a California limited liability company

EX-12.1

Exhibit 12.1

American Pacific Corporation
Computation of Consolidated Ratio of Earnings to Fixed Charges
(Dollars in thousands)

	Six Months Ended
	March 31,					Year Ended September 30,
	2006			2007		2002		2003		2004			2005			2006
Fixed Charges:
Interest Expensed and Capitalized	$	3,728		$	5,841	$	4,180	$	1,696	$	—		$	—		$	10,175
Amortized Premiums, Discounts and Capitalized Expenses Related to Indebtedness		397			619		—		—		—			—			1,256
An Estimate of the Interest within Rental Expense		134			155		157		131		190			247			327
Preference Security Dividend Requirements of Consolidated Subsidiaries		—			—		—		—		—			—			—
Total Fixed Charges	$	4,259		$	6,615	$	4,337	$	1,827	$	190		$	247		$	11,758
Earnings:
Income (Loss) from Continuing Operations before Income Tax	$	(5,378	)	$	1,525	$	12,899	$	14,509	$	(1,231	)	$	(18,910	)	$	(7,303	)
Fixed Charges		4,259			6,615		4,337		1,827		190			247			11,758
Amortization of Capitalized Interest		—			—		—		—		—			—			—
Distributed Income of Equity Investee		—			—		—		—		—			—			—
Share of Pre-Tax Losses of Equity Investee If Guarantees are in Fixed Charges		—			—		—		—		—			—			—
Interest Capitalized		—			—		—		—		—			—			—
Preference Security Dividends		—			—		—		—		—			—			—
Minority Interest		—			—		—		—		—			—			—
Total Earnings	$	(1,119	)	$	8,140	$	17,236	$	16,336	$	(1,041	)	$	(18,663	)	$	4,455
Ratio of Earnings to Fixed Charges		—			1.23x		3.97x		8.94x		—			—			0.38x
Total Insufficiency	$	5,378		$	—	$	—	$	—	$	1,231		$	18,910		$	7,303

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated January 6, 2007, except for Note 15, as to which the date is June 29, 2007 relating to the consolidated financial statements of American Pacific Corporation (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123 (Revised), Share-Based Payment, and an explanatory paragraph relating to the adoption of Financial Accounting Standards Board Interpretation No. 46 (Revised), Consolidation of Variable Interest Entities), appearing in the Current Report on Form 8-K dated June 29, 2007 of American Pacific Corporation and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP
 

Las Vegas, Nevada
June 29, 2007

EX-23.2

Exhibit 23.2

Consent of Independent Auditors
 

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 31, 2005, with respect to the financial statements of Aerojet Fine Chemicals LLC as of November 30, 2004 and for each of the three fiscal years in the period ended November 30, 2004 incorporated by reference in the Registration Statement (Form S-4) and related Prospectus of American Pacific Corporation for an offer to exchange up to $110,000,000 aggregate principal amount of 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended for an equal aggregate principal amount of outstanding 9% Senior Notes due 2015.

/s/ Ernst & Young LLP                                   

Sacramento, California
June 29, 2007

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

American Pacific Corporation	Delaware	2810	59-6490478
American Pacific Corporation	Nevada	2810	88-0204803
American Azide Corporation	Nevada	2892	88-0281154
Ampac Farms, Inc.	Nevada	0722	88-0304375
Ampac-ISP Corp.	Delaware	3764	47-0944429
Energetic Additives Inc., LLC	Nevada	N/A	42-1582765
Ampac Fine Chemicals LLC	California	2834	20-3451631
(Exact Name of Obligor as	(State or other	(Primary Standard	(I.R.S. Employer
Specified in its Charter)	Jurisdiction of	Industrial Classification	Identification No.)
	Incorporation or	Code Number)
	Organization)

3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada	89169
(Address of principal executive offices)	(Zip code)

9% Senior Notes due 2015
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency Treasury Department Washington, D.C.
	Federal Deposit Insurance Corporation Washington, D.C.
	Federal Reserve Bank of San Francisco San Francisco, California 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 14th day of June, 2007.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Scott C. Emmons  

Scott C. Emmons 

Vice President 

EXHIBIT 6

June 14, 2007

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Scott C. Emmons  

Scott C. Emmons Vice President 

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2007, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	12,467
Interest-bearing balances			1,280
Securities:
Held-to-maturity securities			0
Available-for-sale securities			40,238
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			6,195
Securities purchased under agreements to resell			1,187
Loans and lease financing receivables:
Loans and leases held for sale			33,093
Loans and leases, net of unearned income	251,321
LESS: Allowance for loan and lease losses	2,151
Loans and leases, net of unearned income and allowance			249,170
Trading Assets			3,665
Premises and fixed assets (including capitalized leases)			4,173
Other real estate owned			657
Investments in unconsolidated subsidiaries and associated companies			392
Intangible assets
Goodwill			8,994
Other intangible assets			18,668
Other assets			16,668
Total assets		$	396,847
LIABILITIES
Deposits:
In domestic offices		$	269,773
Noninterest-bearing	75,101
Interest-bearing	194,672
In foreign offices, Edge and Agreement subsidiaries, and IBFs			43,580
Noninterest-bearing	6
Interest-bearing	43,574
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			3,911
Securities sold under agreements to repurchase			6,114

	Dollar Amounts
	In Millions
Trading liabilities		2,328
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		6,914
Subordinated notes and debentures		10,148
Other liabilities		14,055
Total liabilities	$	356,823
Minority interest in consolidated subsidiaries		58
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		24,751
Retained earnings		14,239
Accumulated other comprehensive income		456
Other equity capital components		0
Total equity capital		39,966
Total liabilities, minority interest, and equity capital	$	396,847

I, Karen B. Nelson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Karen B. Nelson
Vice President  

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael Loughlin
John Stumpf	Directors
Carrie Tolstedt

EX-99.1

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in

any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer,

accountant, investment advisor or other professional.

LETTER OF TRANSMITTAL

AMERICAN PACIFIC CORPORATION

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2007

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2007, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS OF OUTSTANDING NOTES (AS DEFINED BELOW) MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By registered or certified mail, hand or overnight delivery:	Facsimile transmissions:	For additional information:
Wells Fargo Bank, National Association	(213) 614-3355	Wells Fargo Bank, National Association
Corporate Trust Department		Corporate Trust Department
707 Wilshire Blvd, 17th Floor	Confirm by	707 Wilshire Blvd, 17th Floor
Los Angeles, CA 90017	telephone:	Los Angeles, CA 90017
Attn: Maddy Hall, Assistant Vice President		(213) 614-2588
	(213) 614-2588	Attn: Maddy Hall, Assistant Vice President

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT. THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. DO NOT DELIVER THIS LETTER OF TRANSMITTAL TO AMERICAN PACIFIC CORPORATION.

By execution hereof, the undersigned acknowledges receipt of the prospectus dated          , 2007 (the “Prospectus”), of American Pacific Corporation, a Delaware corporation (the “Company”), and this letter of transmittal and the instructions hereto (the “Letter of Transmittal”), which together constitute the Company’s offer to exchange (the “Exchange Offer”) up to $110 million in aggregate principal amount of the Company’s 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for an equal principal amount of the Company’s previously issued and currently outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”). Recipients of the Prospectus should read the requirements described in the Prospectus with respect to their eligibility to

1

participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

PLEASE CAREFULLY READ THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE DETAILED INSTRUCTIONS BELOW, BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

This Letter of Transmittal is to be completed and delivered by a holder of Outstanding Notes:

•   if a tender is to be made by delivering certificates representing Outstanding Notes with this letter of transmittal;

•   if a tender of Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depository Trust Company (“DTC”) pursuant to the procedures set forth in the “Exchange Offer” section of the Prospectus and the tender is not being made through the Automated Tender Offer Program of DTC (“ATOP”); or

•   if a tender is made pursuant to the guaranteed delivery procedures in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”

Holders of Outstanding Notes that are tendering by book-entry transfer to the account maintained by the Exchange Agent at DTC can execute the tender through ATOP for which the Exchange Offer will be eligible. DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send an agent’s message forming part of a book-entry transfer in which the participant agrees to be bound by the terms of the Letter of Transmittal (an “Agent’s Message”) to the Exchange Agent for its acceptance on or before the Expiration Date. To be timely, book-entry delivery of Outstanding Notes requires receipt of a confirmation of a book-entry transfer on or before the Expiration Date.

In order to properly complete this Letter of Transmittal, a holder of Outstanding Notes must: (i) complete the box entitled “Description of Outstanding Notes Tendered”; (ii) if appropriate, check and complete the boxes relating to book-entry transfer, guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions; (iii) sign the Letter of Transmittal by completing the box entitled “Sign Here to Tender Your Outstanding Notes in the Exchange Offer;” and (iv) complete the substitute Form W-9.

Holders of Outstanding Notes who desire to tender their Outstanding Notes for exchange, but (i) such holder’s Outstanding Notes are not immediately available, (ii) such holder cannot deliver their Outstanding Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, or (iii) such holder cannot complete the procedures for delivery by book-entry transfer on or prior to the Expiration Date, may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.” See Instruction 2.

DELIVERY OF DOCUMENTS TO DTC OR THE COMPANY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. IN ORDER TO ENSURE PARTICIPATION IN THE EXCHANGE OFFER, OUTSTANDING NOTES MUST BE PROPERLY TENDERED PRIOR TO THE EXPIRATION DATE.

Holders of Outstanding Notes who wish to tender their Outstanding Notes for exchange must complete columns (1) through (3) in the box below entitled “Description of Outstanding Notes Tendered,” and sign the box below entitled “Sign Here to Tender Your Outstanding Notes in the Exchange Offer.” If only those columns are completed, such holder of Outstanding Notes will have tendered for exchange all Outstanding Notes listed in column (3) below. If the holder of Outstanding Notes wishes to tender for exchange less than all of such Outstanding Notes, column (4) must be completed in full. In such case, such holder of Outstanding Notes should refer to Instruction 5.

The Exchange Offer may be extended, terminated or amended, as provided in the Prospectus. During any such extension of the Exchange Offer, all Outstanding Notes previously tendered and not validly withdrawn pursuant to the Exchange Offer will remain subject to such Exchange Offer. If the Exchange Offer is amended in a manner we deem to constitute a material change, we will promptly disclose the amendment by means of a supplement to the Prospectus that will be distributed to the registered holders of the Outstanding Notes. Any delay in acceptance, extension, termination or amendment will be followed promptly by an oral or written notice of the event to the Exchange Agent. We will also make a public announcement of the event.

2

The undersigned hereby tenders for exchange the Outstanding Notes described in the box entitled “Description of Outstanding Notes Tendered” below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal.

DESCRIPTION OF OUTSTANDING NOTES TENDERED
(1)		(3)	(4)
Name(s) and Address(es) of Registered	(2)	Aggregate Principal	Principal Amount
Owner(s)	Certificate	Amount Represented by	Tendered for Exchange
(Please fill in, if blank)	Number(s)	Certificate(s)(A)	(if less than all)(B)
Total Principal Amount of Outstanding Notes Tendered

(A)  Unless otherwise indicated, any tendering holder will be deemed to have tendered the entire principal amount represented by the Outstanding Notes indicated in this column. See Instruction 5.

(B)  The minimum permitted tender is $1,000 in principal amount of Outstanding Notes. All other tenders must be integral multiples of $1,000. See Instruction 5.

[  ]	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[  ]	CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC TO THE EXCHANGE AGENT’S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
	Name of Tendering Institution: ­ ­
	DTC Book-Entry Number: ­ ­
	Transaction Code Number: ­ ­
[  ]	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
	Name(s) of Registered Holders: ­ ­
	Window Ticket Number (if any): ­ ­
	Date of Execution of Notice of Guaranteed Delivery: ­ ­
	Name of Eligible Institution (as defined below) that Guaranteed Delivery: ­ ­
	Name of Tendering Institution: ­ ­
	DTC Book-Entry Number: ­ ­
	Transaction Code Number: ­ ­

3

[  ]	CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC BOOK-ENTRY NUMBER SET FORTH ABOVE.
[  ]	CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS OUTSTANDING NOTES ACQUIRED FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH OUTSTANDING NOTES.
	Name: ­ ­
	Address: ­ ­
	Aggregate Principal Amount of Outstanding Notes so Held: ­ ­

Only registered holders are entitled to tender their Outstanding Notes for exchange in the Exchange Offer. Any financial institution that is a participant in DTC’s system and whose name appears on a security position listing as the record owner of the Outstanding Notes and who wishes to make book-entry delivery of Outstanding Notes as described above must complete and execute a participant’s letter (which will be distributed to participants by DTC) instructing DTC’s nominee to tender such Outstanding Notes for exchange.

Persons who are beneficial owners of Outstanding Notes but are not registered holders (i.e., their notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee) and who seek to tender Outstanding Notes should:

•   contact the registered holder of such Outstanding Notes promptly and instruct such registered holder to tender on his or her behalf;

•   obtain and include with this Letter of Transmittal Outstanding Notes properly endorsed for transfer by the registered holder or accompanied by a properly completed bond power from the registered holder, with signatures on the endorsement or bond power guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution, each an “Eligible Institution,” that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act; or

•   effect a record transfer of such Outstanding Notes from the registered holder to such beneficial owner and comply with the requirements applicable to registered holders for tendering Outstanding Notes prior to the Expiration Date.

See the section titled “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus.

SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

4

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the aggregate principal amount of Outstanding Notes indicated in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Outstanding Notes tendered herewith, the undersigned hereby sells, assigns, transfers and exchanges to, or upon the order of, the Company all right, title and interest in and to all such Outstanding Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as agent of the Company) with respect to such Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

•   deliver such Outstanding Notes in registered certificated form, or transfer ownership of such Outstanding Notes through book-entry transfer at the book-entry transfer facility, to or upon the order of the Company, upon receipt by the Exchange Agent, as the undersigned’s agent, of the same aggregate principal amount of the Exchange Notes;

•   present and deliver such Outstanding Notes for transfer on the books of the Company; and

•   receive all benefits or otherwise exercise all rights and incidents of beneficial ownership of such Outstanding Notes, all in accordance with the terms of the Exchange Offer.

The undersigned represents and warrants that it has full power and authority to tender, sell, assign, exchange, and transfer the Outstanding Notes tendered hereby and that the Company will acquire good, marketable and unencumbered title to the tendered Outstanding Notes, free and clear of all security interests, liens, restrictions, charges and encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the same are accepted by the Company. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the registration rights agreement entered into with the guarantors and the initial purchaser named therein on February 6, 2007 (the “Registration Rights Agreement”) and the Company shall have no further obligations or liabilities thereunder except as expressly stated therein.

By tendering, each holder of Outstanding Notes represents that: (i) the Exchange Notes to be acquired in connection with the Exchange Offer by the holder and each beneficial owner of the Outstanding Notes will be acquired by the holder and each beneficial owner in the ordinary course of business of the holder and each beneficial owner; (ii) the holder and each beneficial owner are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; (iii) the holder and each beneficial owner acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “Commission”) set forth in the applicable no-action letters (see “The Exchange Offer — Resales of the Exchange Notes” in the Prospectus); (iv) if the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making or other trading activities, then such holder will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes acquired in the Exchange Offer; (v) neither the holder nor any beneficial owner is an “affiliate” (within the meaning of Rule 405 under the Securities Act) of us or any guarantor of the Outstanding Notes; (v) it is not a broker-dealer that acquired its Outstanding Notes directly from us in order to resell them in reliance on Rule 144A of the Securities Act or any other available exemption under the Securities Act; and (vi) in connection with a book-entry transfer, each participant will confirm that it makes the representations and warranties set forth in this Letter of Transmittal.

5

The undersigned acknowledges that the Company is making this Exchange Offer in reliance on the position of the staff of the Commission, as set forth in certain interpretive letters issued to third parties in other transactions. Based on the Commission interpretations, the Company believes that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Outstanding Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act or any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the provisions of the Securities Act) without further compliance with the registration and prospectus delivery provisions of the Securities Act; provided that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders are not engaged in, and do not intend to engage in, a distribution of such Exchange Notes and have no arrangement with any person to participate in the distribution of such Exchange Notes. However, the Company does not intend to request the Commission to consider, and the Commission has not considered, the Exchange Offer in the context of an interpretive letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances.

If the undersigned is not a broker-dealer, the undersigned represents and warrants that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and has no arrangement or understanding to participate in a distribution of Exchange Notes. If any holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder (i) could not rely on the applicable interpretations of the staff of the Commission and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes, the undersigned represents that the Outstanding Notes were acquired for its own account as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company has agreed to amend or supplement the Prospectus from time to time, so that such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, for a period of up to 180 days after the Expiration Date (as such period may be extended as discussed below), in order to expedite or facilitate the disposition of Exchange Notes by participating broker-dealers consistent with the positions of the staff of the Commission noted above. The Company has agreed to notify such broker-dealers to suspend use of the Prospectus as promptly as practicable after the happening of any event during the aforementioned period that makes any statement in the Prospectus untrue in any material respect or that requires the making of any changes in the Prospectus to make the statements therein not misleading. In that regard, each broker-dealer agrees to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission. If the Company gives such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Company has given notice that the sale of Exchange Notes may be resumed, as the case may be. The Company has agreed that participating broker-dealers are authorized to deliver such Prospectus, as so amended or supplemented, during such period, as may be extended, in connection with such dispositions.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy, and personal and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Outstanding Notes properly tendered may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal.

The Exchange Offer is subject to certain conditions, each of which may be waived or modified by the Company, in whole or in part, at any time and from time to time, as described in the Prospectus under the caption “The Exchange Offer — Conditions of the Exchange Offer.” The undersigned recognizes that as a result of such conditions the Company may not be required to accept for exchange, or to issue Exchange Notes in exchange for, any of the Outstanding Notes

6

properly tendered hereby. In such event, the tendered Outstanding Notes not accepted for exchange will be returned to the undersigned without cost to the undersigned at the address shown below the undersigned’s signature(s) unless otherwise indicated under “Special Issuance Instructions” below.

Unless otherwise indicated under “Special Issuance Instructions” below, please return any certificates representing Outstanding Notes not tendered or not accepted for exchange in the name(s) of the holders appearing under “Description of Outstanding Notes Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail any certificates representing Outstanding Notes not tendered or not accepted for exchange (and accompanying documents as appropriate) to the address(es) of the holders appearing under “Description of Outstanding Notes Tendered.” In the event that both the “Special Issuance Instructions” and the “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange in the name(s) of, and return any Outstanding Notes not tendered or not accepted for exchange to, the person or persons so indicated. Unless otherwise indicated under “Special Issuance Instructions,” in the case of a book-entry delivery of Outstanding Notes, please credit the account maintained at DTC with any Outstanding Notes not tendered or not accepted for exchange. The undersigned recognizes that the Company does not have any obligation pursuant to the Special Issuance Instructions, to transfer any Outstanding Notes from the name of the holder thereof if the Company does not accept for exchange any of the Outstanding Notes so tendered or if such transfer would not be in compliance with any transfer restrictions applicable to such Outstanding Notes.

7

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

To be completed ONLY if (i) Exchange Notes issued in exchange for Outstanding Notes, certificates for Outstanding Notes in a principal amount not exchanged for Exchange Notes, or Outstanding Notes (if any) not tendered for exchange are to be issued in the name of someone other than the undersigned, or (ii) Outstanding Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at DTC other than the account indicated above in the box entitled, “Description of Outstanding Notes Tendered.”

Issue to:

Name: ­ ­

(Please Print)

Address: ­ ­

 ­ ­

 ­ ­

(Include Zip Code)

Taxpayer Identification or Social Security Number:

 ­ ­

Credit Outstanding Notes not exchanged and delivered by book-entry transfer to the DTC account set forth below:

 ­ ­

(Account Number)

8

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

To be completed ONLY if the Exchange Notes issued in exchange for Outstanding Notes, certificates for Outstanding Notes in a principal amount not exchanged for Exchange Notes, or Outstanding Notes (if any) not tendered for exchange are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown above in the box entitled, “Description of Outstanding Notes Tendered.”

Mail to:

Name: ­ ­

(Please Print)

Address: ­ ­

 ­ ­

 ­ ­

(Include Zip Code)

Taxpayer Identification or Social Security Number:

 ­ ­

9

SIGN HERE TO TENDER YOUR OUTSTANDING NOTES IN THE EXCHANGE OFFER

SIGNATURE(S) OF HOLDERS OF OUTSTANDING NOTES

The undersigned has read and agrees to all of the terms of the Exchange Offer.

X ­ ­	Date: ­ ­
X ­ ­	Date: ­ ­
Signature of Owner

This Letter of Transmittal must be signed by the registered holders of Outstanding Notes exactly as the name(s) appear(s) on certificate(s) representing the Outstanding Notes or on a security position listing or by person(s) authorized to become registered holders by certificates and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.

Name(s): ­ ­	Address: ­ ­
(Please Print)	(Include Zip Code)
Capacity: ­ ­	Telephone Number: ­ ­
(Full Title)	(Include Area Code)

GUARANTEE OF SIGNATURE(S)
(If required — see Instructions 1 and 6)

Signature(s) Guaranteed by: ­ ­

(Authorized Signature)

 ­ ­

(Title of Officer Signing this Guarantee)

 ­ ­

(Name of Eligible Institution Guaranteeing Signatures — Please Print)

 ­ ­

(Address and Telephone Number of Eligible Institution Guaranteeing Signatures)

Date: ­ ­

10

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.  Guarantee of Signatures. Signatures on this Letter of Transmittal or notice of withdrawal, as the case may be, need not be guaranteed by an Eligible Institution if: (i) tendered Outstanding Notes are registered in the name of the signer of the Letter of Transmittal, unless such holder has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions”; (ii) the Exchange Notes to be issued in exchange for the Outstanding Notes are to be issued in the name of the holder; and (iii) any untendered Outstanding Notes are to be reissued in the name of the holder.

In any other case: (a) the certificates representing the tendered Outstanding Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in a form satisfactory to us; (b) the tendered Outstanding Notes must be duly executed by the holder; and (c) signatures on the endorsement, bond power or powers of attorney must be guaranteed by an Eligible Institution.

If the Exchange Notes or Outstanding Notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note registrar for the Outstanding Notes, the signature in the Letter of Transmittal must be guaranteed by an Eligible Institution.

Persons who are beneficial owners of Outstanding Notes but are not the registered holder and who seek to tender Outstanding Notes for exchange should:

•   promptly contact the registered holder of such Outstanding Notes and instruct such registered holders to tender on his or her behalf;

•   obtain and include with this Letter of Transmittal, Outstanding Notes properly endorsed for transfer by the registered holder or accompanied by a properly completed bond power from the registered holder, with signatures on the endorsement or bond power guaranteed by an Eligible Institution; or

•   effect a record transfer of such Outstanding Notes from the registered holder to such beneficial owner and comply with the requirements applicable to registered holders for tendering Outstanding Notes prior to the Expiration Date. See Instruction 6.

2.  Delivery of this Letter of Transmittal and Certificates for Outstanding Notes or Book-Entry Confirmations; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by a holder:

•   if a tender is to be made by delivering certificates representing Outstanding Notes with this letter of transmittal;

•   if a tender of Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC pursuant to the procedures set forth in the “Exchange Offer” section of the Prospectus and the tender is not being made through ATOP; or

•   if a tender is made pursuant to the guaranteed delivery procedures in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”

All physically delivered Outstanding Notes (or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Outstanding Notes delivered electronically), as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimiles thereof) and any other required documents, must be received by the Exchange Agent at its address set forth on the cover of this Letter of Transmittal prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth below. Delivery of the documents to DTC or the Company does not constitute delivery to the Exchange Agent.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT HOLDERS USE PROPERLY INSURED REGISTERED MAIL (RETURN RECEIPT REQUESTED), OVERNIGHT COURIER OR HAND DELIVERY SERVICE, AND THAT THE MAILING BE SUFFICIENTLY IN ADVANCE OF THE

11

EXPIRATION DATE, TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES TENDERED FOR EXCHANGE IN THE EXCHANGE OFFER SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT TO THE COMPANY.

A holder of Outstanding Notes who desires to tender their Outstanding Notes for exchange, but (i) such holder’s Outstanding Notes are not immediately available, (ii) such holder cannot deliver their Outstanding Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, or (iii) such holder cannot complete the procedures for delivery by book-entry transfer on or prior to the Expiration Date, may tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the section of the Prospectus entitled “The Exchange Offer — Guaranteed Delivery Procedures.”

Pursuant to the guaranteed delivery procedures:

•   your tender of Outstanding Notes must be made by or through an Eligible Institution and you must properly complete and duly execute a Notice of Guaranteed Delivery;

•   on or prior to the Expiration Date, the Exchange Agent must have received from you and the Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery) setting forth the name and address of the holder, the certificate number or numbers of the tendered Outstanding Notes, and the principal amount of tendered Outstanding Notes, stating that the tender is being made thereby and guaranteeing that, within three (3) business days after the date of delivery of the Notice of Guaranteed Delivery, the tendered Outstanding Notes, a duly executed Letter of Transmittal and any other required documents will be deposited by the Eligible Institution with the Exchange Agent; and

•   such properly completed and executed documents required by the Letter of Transmittal and the tendered Outstanding Notes in proper form for transfer (or confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC) must be received by the Exchange Agent within three (3) business days after the Expiration Date.

Any holder who wishes to tender their Outstanding Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery relating to such Outstanding Notes prior to 5:00 p.m., New York City time, on the Expiration Date.

Unless Outstanding Notes being tendered by the above-described method are deposited with the Exchange Agent, a tender will be deemed to have been received as of the date when the tendering holder’s properly completed and duly signed Letter of Transmittal, or a properly transmitted agent’s message, accompanied by the Outstanding Notes or a confirmation of book-entry transfer of the Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility is received by the Exchange Agent.

Issuances of Exchange Notes in exchange for Outstanding Notes tendered pursuant to a notice of guaranteed delivery will be made only against deposit of this Letter of Transmittal and any other required documents and the tendered Outstanding Notes or a confirmation of book-entry and an agent’s message.

All tendering holders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their Outstanding Notes for exchange.

DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY OUTSTANDING NOTES TO THE COMPANY.

3.  Inadequate Space. If the space provided in the box entitled “Description of Outstanding Notes Tendered” above is inadequate, the certificate numbers and principal amounts of Outstanding Notes tendered should be listed on a separate signed schedule affixed hereto.

4.  Withdrawal of Tenders. A tender of Outstanding Notes may be withdrawn at any time prior to the Expiration Date. To withdraw a tender of Outstanding Notes in the Exchange Offer, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at the address set forth on the cover of this Letter of Transmittal or a properly transmitted “Request Message” through ATOP must be received by the Exchange Act prior to the Expiration Date. To be effective, a notice of withdrawal must: (i) specify the name of the person having deposited the Outstanding

12

Notes to be withdrawn (the “Depositor”); (ii) identify the Outstanding Notes to be withdrawn, including the certificate number or numbers and principal amount of such Outstanding Notes, or, in the case of Outstanding Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited; (iii) specify the principal amount of Outstanding Notes to be withdrawn; (iv) include a statement that such holder is withdrawing his or her election to have such Outstanding Notes exchanged; (v) other than a notice transmitted through ATOP, be signed by the holder in the same manner as the original signature on the Letter of Transmittal by which such Outstanding Notes were tendered or as otherwise described above (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the trustee under the Indenture register the transfer of such Outstanding Notes into the name of the person withdrawing the tender; and (vi) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor.

The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility. All questions as to the validity of notices of withdrawals, including, time of receipt, will be determined by the Company and such determination will be final and binding on all parties.

Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus at any time prior to the Expiration Date.

5.  Partial Tenders (Not Applicable to Holders of Outstanding Notes that Tender by Book-Entry Transfer). Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000 principal amount. If a tender for exchange is to be made with respect to less than the entire principal amount of any Outstanding Notes, fill in the principal amount of Outstanding Notes which are tendered for exchange in column (4) of the box entitled “Description of Outstanding Notes Tendered,” as more fully described in the footnotes thereto. In the case of a partial tender for exchange, a new certificate, in fully registered form, for the remainder of the principal amount of the Outstanding Notes, will be sent to the holders of Outstanding Notes unless otherwise indicated in the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” above, as soon as practicable after the expiration or termination of the Exchange Offer.

6.  Signatures on this Letter of Transmittal; Bond Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder of the Outstanding Notes tendered for exchange hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever.

If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are names in which certificates are held.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of their authority so to act must be submitted, unless waived by the Company.

If this Letter of Transmittal is signed by the registered holder of the Outstanding Notes listed and transmitted hereby, no endorsements of certificates or separate bond powers are required unless certificates for Outstanding Notes not tendered or not accepted for exchange are to be issued or returned in the name of a person other than for the registered holder thereof. Signatures on such certificates must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

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If this Letter of Transmittal is signed by a person other than the registered holder of the Outstanding Notes, the certificates representing such Outstanding Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in any case signed by such registered holder exactly as the name(s) of the registered holder of the Outstanding Notes appear(s) on the certificates. Signatures on the endorsement or bond power must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

7.  Transfer Taxes. Except as set forth in this Instruction 7, the Company will pay or cause to be paid any transfer taxes applicable to the exchange of the Outstanding Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for any reason other than the exchange of Outstanding Notes pursuant to the Exchange Offer, then the amount of any transfer taxes (whether imposed on the registered holders or any other persons) will be payable by the tendering holder. If satisfactory evidence of the payment of such taxes or exemptions therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

8.  Special Issuance and Delivery Instructions. Tendering holders of Outstanding Notes should indicate in the applicable box the name and address to which the Exchange Notes issued pursuant to the Exchange Offer and any substitute certificates evidencing the Outstanding Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the Employer Identification or Social Security Number of the person named must also be indicated. A holder of Outstanding Notes tendering Outstanding Notes by book-entry transfer may request that the Exchange Notes and the Outstanding Notes not exchanged be credited to such account maintained at the DTC as such holder of Outstanding Notes may designate. If no such instructions are given, such Exchange Notes and Outstanding Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal or credited to the account listed beneath the box entitled “Description of Outstanding Notes.”

9.  Irregularities. All questions as to the forms of all documents and the validity of (including time of receipt) and acceptance of the tenders and withdrawals of Outstanding Notes will be determined by the Company, in its sole discretion, which determination shall be final and binding. The Company reserves the absolute right to reject any or all tenders of Outstanding Notes that are not in proper form or the acceptance of which would, in the Company’s opinion or the judgment of the Company’s counsel, be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes. The Company’s interpretations of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding. Any defect or irregularity in connection with tenders of Outstanding Notes must be cured within such time as the Company determines, unless waived by the Company. Tenders of Outstanding Notes shall not be deemed to have been made until all defects or irregularities have been waived by the Company or cured. Neither the Company, the Exchange Agent, nor any other person will be under any duty to give notice of any defects or irregularities in tenders of Outstanding Notes, or will incur any liability to registered holders of Outstanding Notes for failure to give such notice.

10.  Waiver of Conditions. To the extent permitted by applicable law, the Company reserves the right to waive any and all conditions to the Exchange Offer as described under “The Exchange Offer — Conditions to the Exchange Offer” in the Prospectus, and accept for exchange any Outstanding Notes tendered.

11.  Tax Identification Number and Backup Withholding. To prevent backup withholding on any payments that are made to a holder with respect to the exchange notes, the holder is required to provide the Company (as payer) or other payer with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9 below or otherwise establish a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payer is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service, and all payments that are made to such holder may be subject to backup withholding. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if the Outstanding Notes are held in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute W-9 (the W-9 Guidelines) attached hereto.

Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed W-9 Guidelines for additional instructions.

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To prevent backup withholding on reportable payments of principal and interest, including any additional interest, by the Company (when acting as payer), each tendering holder of Outstanding Notes must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Outstanding Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding, or other appropriate Form W-8. These forms may be obtained from the Exchange Agent. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and write “applied for” in lieu of its TIN. Note: checking this box and writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder checks the box in Part 2 of the Substitute Form W-9 and writes “applied for” on that form, backup withholding, currently at a rate of 28%, will nevertheless apply to all reportable payments made to such holder if such holder does not provide a TIN by the time of payment. If such a holder furnishes its TIN to the Company within 60 calendar days, however, any amounts so withheld shall be refunded to such holder.

Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

12.  Mutilated, Lost, Stolen or Destroyed Outstanding Notes. Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal for further instructions.

13.  Requests for Assistance or Additional Copies. Requests for assistance relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Exchange Agent at its address set forth on the cover of this Letter of Transmittal.

14.  No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

15.  No Notice of Defect. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Outstanding Notes nor shall any of them incur any liability for failure to give any such notice.

16.  Incorporation of Letter of Transmittal. This Letter of Transmittal shall be deemed to be incorporated in and acknowledged and accepted by any tender through ATOP procedures by any participant on behalf of itself and the beneficial owners of any Outstanding Notes so tendered.

IMPORTANT — All physically delivered Outstanding Notes (or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC, in the case of book-entry transfer not effected through ATOP), as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimiles thereof) and any other required documents, must be received by the Exchange Agent at its address set forth on the cover of this Letter of Transmittal prior to the Expiration Date or the tendering holder must comply with the guaranteed delivery procedures set forth in this Letter of Transmittal. Delivery of the documents to DTC or the Company does not constitute delivery to the Exchange Agent.

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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 11)
PAYER’S NAME: WELLS FARGO BANK, NATIONAL ASSOCIATION

SUBSTITUTE Form W-9 Payer’s Request for Taxpayer Identification Number (TIN)	PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER (TIN) IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. IF YOU ARE AWAITING A TIN, CHECK THE BOX IN PART III. FOR ADDITIONAL INSTRUCTIONS, SEE THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TIN ON SUBSTITUTE FORM W-9. Name: ­ ­ Business Name: ­ ­	Part I — Social Security Number OR Employer Identification Number Part II — For Payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9, check the Exempt box below, and complete the Substitute Form W-9. Exempt o
	Please check appropriate box
	o Individual/Sole Proprietor o Corporation o Partnership o Other	Part III Awaiting TIN o Please complete the Certificate of Awaiting Taxpayer Number below.
	Address
	City, State, Zip Code

Certification — Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

(3) I am a U.S. person (including a U.S. resident alien).

Certification Instructions — You must cross out item (2) above if you have been notified by the IRS that you arc currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.)

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

SIGNATURE:                                                                                DATE:                    

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART III OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number, 28% of all reportable payments made to me will be withheld until I provide a taxpayer identification number.

SIGNATURE:                                                                                DATE:                    

NOTE:  FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN A $50 PENALTY IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 28% OF ANY PAYMENT. PLEASE REVIEW THE ENCLOSED GUIDELINES.

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GUIDELINES FOR CERTIFICATION OF

TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer— 

Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “Section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

	For this type of account:	Give the name and social security number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)
	b. So-called trust account that is not a legal or valid trust under state law	The grantor-trustee(1) The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
	For this type of account:	Give the name and employer identification number of—
6.	Sole proprietorship or single-member LLC	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:   If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a taxpayer identification number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office. Get Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for a TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1 (800) TAX-FORM, or from the IRS Web Site at www.irs.gov.

Payees Exempt From Backup Withholding

Payees specifically exempted from backup withholding include:

1.	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).
2.	The United States or any of its agencies or instrumentalities.
3.	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
4.	A foreign government or any of its political subdivisions, agencies or instrumentalities.
5.	An international organization or any of its agencies or instrumentalities.

Payees that may be exempt from backup withholding include:

 6.  A corporation.

7.	A foreign central bank of issue.
8.	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
9.	A futures commission merchant registered with the Commodity Futures Trading Commission.
10.	A real estate investment trust.
11.	An entity registered at all times during the tax year under the Investment Company Act of 1940.
12.	A common trust fund operated by a bank under Section 584(a).
13.	A financial institution.
14.	A middleman known in the investment community as a nominee or custodian.
15.	A trust exempt from tax under Section 664 or described in Section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for. .	THEN the payment is exempt for. .
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker

Exempt payees should complete a substitute Form W-9 to avoid possible erroneous backup withholding. Furnish your taxpayer identification number, check the appropriate box for your status, check the “Exempt from backup withholding” box, sign and date the form and return it to the payer. Foreign payees who are not subject to backup withholding should complete an appropriate Form W-8 and return it to the payer.

Privacy Act Notice. Section 6109 requires you to provide your correct taxpayer identification number to payers who must file information returns with the IRS to report interest, dividends, and certain other income paid to you to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your return and may also provide this information to various government agencies for tax enforcement or litigation purposes and to cities, states, and the District of Columbia to carry out their tax

18

laws, and may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)	Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
(2)	Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
(3)	Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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EX-99.2

Exhibit 99.2

EXCHANGE AGENT AND DEPOSITARY AGREEMENT

     This Exchange Agent & Depositary Agreement (this “Agreement”) is entered into as of this            day of                                          2007 by and between American Pacific Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a national banking association having its principal corporate trust offices in Minneapolis, Minnesota (hereinafter referred to as “Wells Fargo”).

     WHEREAS, the Company is offering to exchange all of its outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”) for its 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”) upon the terms and subject to the conditions set forth in the Prospectus dated                                                    , 2007 (the “Prospectus”), and the related Letter of Transmittal, which together, as they may be supplemented or amended from time to time, constitute the “Exchange Offer.” All capitalized terms not defined herein shall have the meaning ascribed to such term in the Exchange Offer.

     WHEREAS, the Company hereby appoints Wells Fargo to act as the exchange agent and depositary (together, the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to Wells Fargo.

     The Exchange Offer is expected to be commenced by the Company on or about                                                    , 2007. The Letter of Transmittal that accompanies the Exchange Offer (or in the case of book-entry securities, the Automated Tender Offer Program (“ATOP”) of DTC (as defined below)) is to be used by the holders of the Outstanding Notes to accept the Exchange Offer. The Letter of Transmittal contains instructions with respect to the delivery of certificates for Outstanding Notes tendered in connection therewith.

     The Exchange Offer shall expire at __:00 p.m., New York City time, on                                                    , 2007, or on such subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions of the Exchange Offer, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing or via e-mail) or written notice to you before 9:00 a.m., New York City time, on the business day following the scheduled Expiration Date.

     The Company expressly reserves the right, in its sole discretion, to (1) delay accepting any validly tendered Outstanding Notes or (2) terminate or amend the Exchange Offer, in each case, by giving oral or written notice (any such oral notice to be promptly confirmed in writing or via e-mail) of such delay, termination or amendment to the Exchange Agent. The Company will give oral (promptly confirmed in writing or via e-mail) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.

     In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:

1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned “The Exchange Offer” or as specifically set forth

	herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.
2.	You will establish a book-entry account in respect of the Outstanding Notes at The Depository Trust Company (“DTC”), no later than two business days after the date of the Prospectus, in connection with the Exchange Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of the Outstanding Notes by causing DTC to transfer such Outstanding Notes into the account maintained by you, pursuant to this section, in accordance with DTC’s procedures for such transfer, and you may effect a withdrawal of Outstanding Notes through such account by book-entry movement. The account shall be maintained until all Outstanding Notes tendered pursuant to the Exchange Offer shall have been either accepted or returned.
3.	You are to examine each of the Letters of Transmittal and certificates for Outstanding Notes (or confirmation of book-entry transfer into your account at DTC) and any other documents delivered or mailed to you by or for holders of the Outstanding Notes to ascertain whether: (a) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (b) the Outstanding Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Outstanding Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected.
4.	With the approval of the Chief Executive Officer, the President or the Chief Financial Officer of the Company (such approval, if given orally, to be promptly confirmed in writing or via e-mail), or any other party designated in writing by such officer of the Company, you are authorized to waive any irregularities in connection with any tender pursuant to the Exchange Offer.

     Tenders of Outstanding Notes may be made only as set forth in the section of the Prospectus captioned “The Exchange Offer — Procedures for Tendering Outstanding Notes” and Outstanding Notes shall be considered properly tendered or delivered to you only when tendered in accordance with the procedures set forth therein.

5.	Notwithstanding the provisions of Section 4 of this Agreement, Outstanding Notes that the Chief Executive Officer, the President or the Chief Financial Officer of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing or via e-mail).
6.	You shall advise the Company with respect to any Outstanding Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Outstanding Notes.

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7. You shall accept tenders:

(a)	in cases where the Outstanding Notes are registered in two or more names only if signed by all named holders;
(b)	in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and
(c)	from persons other than the registered holder of Outstanding Notes, provided that customary transfer requirements, including payment of any applicable transfer taxes are fulfilled.

     You shall accept partial tenders of Outstanding Notes where so indicated and as permitted in the Letter of Transmittal (only to the extent that the partial tender is equal to $1,000 in aggregate principal amount or an integral multiple thereof) and deliver certificates for Outstanding Notes to the registrar for split-up and return any untendered Outstanding Notes to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.

8.	Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing or via e-mail) of its acceptance, promptly after the Expiration Date, of all Outstanding Notes properly tendered indicating the aggregate principal amount of Outstanding Notes accepted. You, on behalf of the Company, will exchange, in accordance with the terms hereof, accepted Outstanding Notes for Exchange Notes and cause such Outstanding Notes to be cancelled. Delivery of the Exchange Notes will be made on behalf of the Company by you at the rate of $1,000 principal amount of Exchange Notes for each $1,000 principal amount of the corresponding series of Outstanding Notes tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing or via e-mail) of acceptance of such Outstanding Notes by the Company; provided, however, that in all cases, Outstanding Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Outstanding Notes (or confirmation of book-entry transfer into your account at DTC), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents, or an agent’s message in lieu thereof. You shall issue Exchange Notes only in denominations of $1,000 or any integral multiple thereof.
9.	Outstanding Notes tendered pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at anytime prior to the Expiration Date.
10.	The Company shall not be required to exchange any Outstanding Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Outstanding Notes tendered shall be given

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	(such notice, if given orally, to be promptly confirmed in writing or via e-mail) by the Company to you.
11.	If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Outstanding Notes tendered, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Outstanding Notes (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them.
12.	All certificates for Exchange Notes and unaccepted Outstanding Notes shall be forwarded by first-class mail or (in the cases of Outstanding Notes tendered by book-entry transfer) by book-entry transfer to the DTC account specified by the holder of the Outstanding Notes in the Letter of Transmittal (or agent’s message in lieu thereof).
13.	You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders.
14.	As Exchange Agent hereunder you:

(a)	shall not be liable for any action or omission to act unless the same constitutes your own gross negligence, willful misconduct or bad faith, and in no event shall you be liable to a securityholder, the Company or any third party for special, indirect or consequential damages, or lost profits, arising in connection with this Agreement;
(b)	shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between you and the Company;
(c)	will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Outstanding Notes represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer;
(d)	shall not be obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity satisfactory to you;
(e)	may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed or presented by the proper person or persons;
(f)	may reasonably act upon any tender, statement, request, document, certificate, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of

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	any information contained therein, which you shall in good faith reasonably believe to be genuine or to have been signed or presented by the proper person or persons;
(g)	may conclusively rely on and shall be protected in acting upon written or oral instructions from any authorized officer of the Company;
(h)	may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the written opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and
(i)	shall not advise any person tendering Outstanding Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any security, including the Outstanding Notes.

15.	You shall take such action as may from time to time be requested by the Company (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as described in the Prospectus), or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: Chief Financial Officer.
16.	You are authorized to cooperate with and to furnish information to any organization (and its representatives) designated from time to time by the Company in the manner directed or authorized by the Company in connection with the Exchange Offer and any tenders thereunder.
17.	You shall advise by e-mail or facsimile transmission Dana M. Kelley, Chief Financial Officer (at the facsimile number (702) 735-2200 or the e-mail address dkelley@apfc.com), and such other person or persons as Company may request, weekly (and more frequently during the week immediately preceding the Expiration Date, if requested) up to and including the Expiration Date, as to the aggregate principal amount of Outstanding Notes which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as items properly received and items improperly received. In addition, you also will inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date and

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	each other Expiration Date, if any, the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall then prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Outstanding Notes tendered and the amount accepted and deliver such list to the Company.
18.	Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date, and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company.
19.	For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto. The provisions of this section shall survive the termination of this Agreement.
20.	You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities and indemnification as Exchange Agent.
21.	The Company covenants and agrees to indemnify and hold you harmless in your capacity as Exchange Agent against any and all loss, liability, cost or expense, including reasonable attorneys’ fees and reasonable expenses, incurred without ordinary or gross negligence, willful misconduct or bad faith on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Outstanding Notes reasonably believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Outstanding Notes. In each case, the Company shall be notified by you, by letter or facsimile transmission, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or shall have been served with a summons in connection therewith. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a conflict of interest exists between you and the Company. The provisions of this section shall survive the termination of this Agreement.

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22.	You shall arrange to comply with all applicable withholding and tax reporting requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service (e.g., 1099, 1099B, etc.) as directed in writing by the Company.
23.	You shall deliver or cause to be delivered in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the transfer of Outstanding Notes to the Company, the Company’s payment in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you.
24.	This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of laws principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto.
25.	This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.
26.	In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
27.	This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally.
28.	Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below:

If to the Company:

American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300
Las Vegas, Nevada 89169
Attn: Chief Financial Officer
Fax: (702) 699-4163

With a copy to:

Morrison & Foerster LLP
425 Market Street

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San Francisco, CA 94105-2482
Attn: Zane O. Gresham, Esq. and Liza Mark, Esq.
Fax: (415) 268-7522

If to the Exchange Agent:

Wells Fargo Bank, N.A.
Corporate Trust Services
707 Wilshire Blvd, 17th Floor
MAC E2818-176
Los Angeles, CA 90017
Attn: Maddy Hall
Fax: 213-614-2588

29.

Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 19 and 21 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Outstanding Notes, funds or property then held by you as Exchange Agent under this Agreement.

30.

This Agreement shall be binding and effective as of the date hereof.

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the day and year first above written.

American Pacific Corporation, a Delaware corporation

By:
	Name:
	Title:
Wells Fargo Bank, N.A., as Exchange Agent and Depositary
By:
	Name:
	Title:

(Signature page for Exchange Agent & Depositary Agreement)

Schedule I

COMPENSATION OF EXCHANGE AGENT:

Exchange Agent & Depositary Services: $

EX-99.4

Exhibit 99.4

NOTICE OF GUARANTEED DELIVERY FOR

AMERICAN PACIFIC CORPORATION

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2007

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2007, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS OF OUTSTANDING NOTES (AS DEFINED BELOW) MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:

WELLS FARGO BANK, NATIONAL ASSOCIATION

By registered or certified mail, hand or overnight delivery:	Facsimile transmissions:	For additional information:
Wells Fargo Bank, National Association	(213) 614-3355	Wells Fargo Bank, National Association
Corporate Trust Department		Corporate Trust Department
707 Wilshire Blvd, 17th Floor	Confirm by telephone:	707 Wilshire Blvd, 17th Floor
Los Angeles, CA 90017		Los Angeles, CA 90017
Attn: Maddy Hall, Assistant Vice President	(213) 614-2588	(213) 614-2588
		Attn: Maddy Hall, Assistant Vice President

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE VALID DELIVERY TO THE EXCHANGE AGENT.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER OF TRANSMITTAL.

This form or one substantially equivalent hereto must be used by a holder of the previously issued and outstanding 9% Senior Notes due 2015 (the “Outstanding Notes”) of American Pacific Corporation, a Delaware corporation (the “Company”) to accept the Company’s offer to exchange (the “Exchange Offer”) up to $111,000,000 in aggregate principal amount of the Company’s 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”) for an equal principal amount of the Outstanding Notes, made pursuant to the Prospectus, dated          , 2007 (the “Prospectus”), and the related Letter of Transmittal and the instructions thereto (the “Letter of Transmittal”) if such holder’s Outstanding Notes are not immediately available, such holder cannot deliver their Outstanding Notes, the Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date, or such holder cannot complete the procedures for delivery by book-entry transfer on or prior to the Expiration Date. This form may be delivered by mail or hand delivery or transmitted, via facsimile, to the Exchange Agent as set forth above. Capitalized terms used but not defined herein shall have the meaning given to them in the Prospectus or the Letter of Transmittal.

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Ladies and Gentlemen:

The undersigned hereby tenders to the Company upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal (receipt of which is hereby acknowledged), the aggregate principal amount of Outstanding Notes specified below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal.

By so tendering the Outstanding Notes, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Outstanding Notes set forth in the Letter of Transmittal. The undersigned understands that tenders of Outstanding Notes may be withdrawn pursuant to Instruction 4 of the Letter of Transmittal.

All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned hereby tenders the Outstanding Notes listed below:

Name(s), Address(es) and Telephone		Aggregate Principal Amount of Outstanding
Number(s) of Registered Holder(s)		Notes
	Certificate Number(s)	Tendered (if less than all)
Total Principal Amount of Outstanding Notes Tendered

If Outstanding Notes will be delivered by book-entry transfer to the Depository Trust Company, please provide the account number. Account number:                    

PLEASE SIGN AND COMPLETE

X		Date:
X		Date:
	(Signature(s) of Registered Holder or Authorized Signatory)

This Notice of Guaranteed Delivery must be signed by the registered holder(s) of Outstanding Notes exactly as their name(s) appear(s) on certificate(s) representing the Outstanding Notes or on a security position listing or by person(s) authorized to become registered holders by certificates and documents transmitted herewith.

If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 2.

PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s): ­ ­	Address: ­ ­
Capacity: ­ ­
(Full Title)
	(Include Zip Code)
Name(s): ­ ­	Telephone Number: ­ ­
Capacity: ­ ­	(Include Area Code)
(Full Title)

THE ACCOMPANYING GUARANTEE MUST BE COMPLETED.

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GUARANTEE
(Not to Be Used for Signature Guarantee)

The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an Eligible Guarantor Institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), hereby (1) represents that each holder of the Outstanding Notes on whose behalf this tender is being made own(s) the Outstanding Notes covered hereby within the meaning of Rule 13d-3 under the Exchange Act, (2) represents that such tender of the Outstanding Notes complies with Rule 14e-4 of the Exchange Act and (3) guarantees that the undersigned will deliver to the Exchange Agent the certificates representing the Outstanding Notes being tendered hereby for exchange pursuant to the Exchange Offer in proper form for transfer (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility of the Depository Trust Company) with delivery of a properly completed and duly executed letter of transmittal (or facsimile thereof), with any required signature guarantees, or in lieu of a letter of transmittal a message from the Depository Trust Company stating that the tendering holder has expressly acknowledged receipt of, and agreement to be bound by and held accountable under, the letter of transmittal, and any other required documents, all within three business days after the Expiration Date of the Exchange Offer.

The Eligible Institution that completes this form must communicate the guarantee to the Exchange Agent and must deliver the Letter of Transmittal and Outstanding Notes to the Exchange Agent within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name of Firm: ­ ­	Address: ­ ­
By: ­ ­	­ ­
(Authorized Signature)	­ ­
Name: ­ ­	(Include Zip Code)
Title: ­ ­	Telephone Number: ­ ­
(Full Title)	(Include Area Code)
	Date: ­ ­

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

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INSTRUCTIONS

1.   Delivery of this Notice of Guaranteed Delivery.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery.

2.   Signatures on this Notice of Guaranteed Delivery.

If this Notice of Guaranteed Delivery is signed by the registered holder of the Outstanding Notes tendered for exchange hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Depository Trust Company whose name appears on a security position listing as the owner of the Outstanding Notes, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder of the Outstanding Notes or a participant of the Depository Trust Company, the certificates representing such Outstanding Notes must be properly endorsed for transfer by the registered holder or be accompanied by a properly completed bond power from the registered holder or appropriate powers of attorney, in any case signed by such registered holder exactly as the name(s) of the registered holder of the Outstanding Notes appear(s) on the certificates. Signatures on the endorsement or bond power must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

If this Notice of Guaranteed Delivery is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of its authority so to act must be submitted, unless waived by the Company.

3.   Requests for Assistance or Additional Copies.

Requests for assistance relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and the Notice of Guaranteed Delivery may be directed to the Exchange Agent at its address set forth on the cover of this Notice of Guaranteed Delivery.

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EX-99.5

Exhibit 99.5

AMERICAN PACIFIC CORPORATION

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2007

To Our Clients:

Enclosed for your consideration is a prospectus dated          , 2007 (the “Prospectus”) and the related letter of transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of American Pacific Corporation, a Delaware corporation (the “Company”), to exchange up to $110,000,000 in aggregate principal amount of the Company’s 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for an equal principal amount of the Company’s previously issued and outstanding 9% Senior Notes due 2015, which have certain transfer restrictions (the “Outstanding Notes”), upon the terms and subject to the conditions described in the Prospectus and the related Letter of Transmittal. The Exchange Offer is intended to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated February 6, 2007, between the Company, the guarantors and the initial purchasers named therein.

This material is being forwarded to you as the beneficial owner of the Outstanding Notes carried by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the holder of record and pursuant to your instructions unless you obtain a properly completed bond power from us or arrange to have the Outstanding Notes registered in your name.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Please forward your instructions to us as promptly as possible in order to permit us to tender the Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007 (the “Expiration Date”), unless extended by the Company. Any Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn any time before 5:00 p.m., New York City time, on the Expiration Date.

Your attention is directed to the following:

1.	The Exchange Offer is for any and all of the Outstanding Notes.
2.	The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “Exchange Offer — Conditions of the Exchange Offer.”
3.	The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Company.

If you wish to have us tender your Outstanding Notes, please so instruct us by completing, executing and returning to us the instruction form accompanying this letter.

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The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender the Outstanding Notes unless you obtain a properly completed bond power from us or arrange to have the Outstanding Notes registered in your name.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to therein relating to the Exchange Offer made by the Company with respect to the Outstanding Notes.

This will instruct you to tender the Outstanding Notes held by you for the account of the undersigned, upon and subject to terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

o	Please tender the Outstanding Notes held by you for the account of the undersigned as indicated below:
	Aggregate Principal Amount of the Outstanding Notes:
		(must be in an integral multiple of $1,000 in principal amount)
o	Please do not tender any Outstanding Notes held by you for the account of the undersigned.

Signature(s) ­ ­

Please print name(s) here: ­ ­

Date(s): ­ ­

Addresses: ­ ­

Area Code(s) and Telephone Number(s): ­ ­

Tax Identification or Social Security Number(s): ­ ­

None of the Outstanding Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Outstanding Notes held by us for your account.

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EX-99.6

Exhibit 99.6

AMERICAN PACIFIC CORPORATION

Offer to Exchange

Up to $110,000,000 aggregate principal amount of

9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended

For

An equal aggregate principal amount of

Outstanding 9% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2007

To: Brokers, Dealers and Other Nominees

American Pacific Corporation, a Delaware corporation (the “Company”), is offering to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the prospectus dated          , 2007 (the “Prospectus”) and the enclosed letter of transmittal (the “Letter of Transmittal”), up to $110,000,000 in aggregate principal amount of the Company’s 9% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for an equal principal amount of the Company’s previously issued and outstanding 9% Senior Notes due 2015, which have certain transfer restrictions (the “Outstanding Notes”). The Exchange Offer is intended to satisfy certain obligations of the Company contained in the Registration Rights Agreement dated February 6, 2007, between the Company, the guarantors and the initial purchaser named therein.

We are requesting that you contact your clients for whom you hold the Outstanding Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold the Outstanding Notes registered in your name or in the name of your nominee, or who hold the Outstanding Notes registered in their own names, we are enclosing the following documents:

1.	The Prospectus;
2.	The Letter of Transmittal for your use, for the use of your clients who have either arranged to have the Outstanding Notes registered in their name or obtained a properly completed bond power, and for the information of your other clients;
3.	A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for the Outstanding Notes are not immediately available or time will not permit all required documents to reach Wells Fargo Bank, National Association (the “Exchange Agent”) prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis; and
4.	A form of letter which may be sent to your clients for whose account you hold the Outstanding Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer.

Your prompt action is requested. The Exchange Offer will expire at 5:00 p.m., New York City time, on          , 2007 (the “Expiration Date”), unless extended by the Company. Any Outstanding Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof or a message from The Depository Trust Company stating that the tendering holder has expressly acknowledged receipt of, and agrees to be bound by and held accountable under, the Letter of Transmittal), with any required signature guarantees and any other required documents, must be sent to the Exchange Agent, and certificates representing the Outstanding Notes must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their certificates for the Outstanding Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

American Pacific Corporation

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.