10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Year Ended December 31, 2006

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Transition Period From             To            

Commission file number 001-13795

AMERICAN VANGUARD CORPORATION

Delaware	95-2588080
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)
4695 MacArthur Court, Newport Beach, California	92660
(Address of principal executive offices)	(Zip Code)

(949) 260-1200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
Common Stock, $.10 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act .    Yes  ¨    No  x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨                    Accelerated filer  x                    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the voting stock of the registrant held by non-affiliates is $203.1 million. This figure is estimated as of June 30, 2006 at which date the closing price of the registrant’s Common Stock on the New York Stock Exchange was $15.48 per share. For purposes of this calculation, shares owned by executive officers, directors, and 5% stockholders known to the registrant have been deemed to be owned by affiliates. The number of shares of $.10 par value Common Stock outstanding as of June 30, 2006, was 26,060,132. The number of shares of $.10 par value Common Stock outstanding as of March 5, 2007, was 26,131,226.

AMERICAN VANGUARD CORPORATION

ANNUAL REPORT ON FORM 10-K

December 31, 2006

		Page No.
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	13
Item 4.	Submission of Matters to a Vote of Security Holders	19
	PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	20
Item 6.	Selected Financial Data	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	32
Item 9A.	Controls and Procedures	32
Item 9B.	Other Information	34
	PART III
Item 10.	Directors, Executive Officers of the Registrant and Corporate Governance	34
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 13.	Certain Relationships and Related Transactions and Director Independence	50
Item 14.	Principal Accountant Fees and Services	51
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	53
SIGNATURES AND CERTIFICATIONS		54

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PART I

Unless otherwise indicated or in the context otherwise requires, the terms “Company,” “we,” “us,” and “our” refer to American Vanguard Corporation and its consolidated subsidiaries.

Forward-looking statements in this report, including without limitation, statements relating to the Company’s plans, strategies, objectives, expectations, intentions, and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties. (Refer to PART II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation, Risk Factors, of this Annual Report.)

ITEM 1 BUSINESS

American Vanguard Corporation was incorporated under the laws of the State of Delaware in January 1969 and operates as a holding company. Unless the context otherwise requires, references to the “Company”, or the “Registrant” in this Annual Report refer to American Vanguard Corporation and its consolidated subsidiaries. The Company conducts its business through its subsidiaries, AMVAC Chemical Corporation (“AMVAC”), GemChem, Inc. (“GemChem”), 2110 Davie Corporation (“DAVIE”), AMVAC Chemical UK Ltd. (“Chemical UK”), Quimica Amvac de Mexico S.A. de C.V. (“Quimica Amvac”) AMVAC Switzerland GmbH (Refer to Export Operations), and Environmental Mediation, Inc.

Based on similar economic and operational characteristics, the Company’s business is aggregated into one reportable segment. Refer to Part I, Item 7 for selective enterprise information.

AMVAC

AMVAC is a California corporation that traces its history from 1945. AMVAC is a specialty chemical manufacturer that develops and markets products for agricultural and commercial uses. It manufactures and formulates chemicals for crops, human and animal health protection. These chemicals which include insecticides, fungicides, molluscicides, growth regulators, and soil fumigants, are marketed in liquid, powder, and granular forms. AMVAC’s business is continually undergoing an evolutionary change. Years ago AMVAC considered itself a distributor-formulator, but now AMVAC primarily manufactures, distributes, and formulates its own proprietary products or custom manufactures or formulates for others.

In December 2006, AMVAC acquired the product line Permethrin (a synthetic pyrethroid insecticide) from Syngenta Crop Protection, Inc. In connection with the transaction, AMVAC acquired both crop and non-crop uses of the product line in the U.S., Mexico and Canada. Acquired assets include registration rights, manufacturing and formulation know-how, inventories, customer lists and the trademarks Ambush^® and Prelude^® in the aforementioned territories.

In November 2006, AMVAC acquired the global Terbufos insecticide product line and the Lock `N Load<sup>®</sup> closed delivery system from BASF Aktiengesellschaft (“BASF”). The product line consisted of the active ingredient Terbufos, the trademarks Counter<sup>®</sup> and Lock `N Load^®, the manufacturing and formulation know-how, registration rights, intellectual property rights and inventories.

In December 2005, AMVAC acquired the cereal herbicide product line, Difenzoquat from BASF. The product line consists of the active ingredient Difenzoquat, the trademark Avenge™, the manufacturing and formulation know-how, and registration rights and intellectual property rights in the United States and Canada. Avenge is a post-emergent herbicide primarily to control wild oats in barley and wheat. Avenge has a unique mode of action: it can be tank mixed with many popular broad leaf herbicides to provide broadleaf weed control as well as for effectively managing herbicide resistance problems in wild oats.

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In November 2005, AMVAC acquired the global Phorate insecticide product line from BASF. The product line consisted of the active ingredient Phorate, the trademarks Thimet^®, Granutox^® and Geomet^®, the manufacturing and formulation know-how, registration rights, intellectual property rights and inventories as well as an exclusive license to use BASF’s patented, closed delivery system, Lock ‘N Load^®, in the United States, Canada and Australia for Phorate. Phorate is registered in more than fifteen countries, with the main markets in Asia Pacific and the Americas. It is used on agricultural crops, mainly potatoes, corn, cotton, rice and sugarcane, to protect against chewing and piercing-sucking insects.

In March 2005, AMVAC entered into an exclusive multi-year agreement with BASF to develop, register and commercialize Topramezone, a new herbicide for post-emergent use in corn in North America. Under the terms of a licensing and supply agreement BASF would supply the product to AMVAC. In August 2005, AMVAC received a registration from the U.S. Environmental Protection Agency for Impact^® (active ingredient: Topramezone), a new herbicide for the use in field corn, seed corn, sweet corn and popcorn.

In December 2004, AMVAC entered into an agreement with Bayer CropScience LP, an affiliate of Bayer AG, to market, sell and distribute Bolster 15G, a soybean pesticide used to control nematodes, through AMVAC’s SmartBox system in key Midwest soybean growing states beginning in the 2005 season. Additionally, in December 2004, AMVAC licensed the trade name Nuvan^® to Syngenta India Limited, a business unit of Syngenta Crop Protection AG. The agreement provides a two-year license to Syngenta India to sell products under the Nuvan name in the animal and public health market, as well as the crop protection market in India. AMVAC continues to sell products under the Nuvan name in the animal and public health market in over thirty other countries.

In January 2004, AMVAC entered into an agreement with Syngenta Crop Protection (“Syngenta”) to supply Force 3G for use through AMVAC’s SmartBox system beginning in the 2004 season. Force 3G is a corn soil insecticide manufactured and marketed by Syngenta for the control of corn rootworm, wireworm, cutworm and white grub in cotton.

In December 2003, AMVAC acquired certain assets related to the active ingredient dichlorvos (“DDVP”) used in the animal health business and marketed primarily under the trade name Nuvan^® from Novartis Animal Health, Inc. a business unit of Novartis AG. Since 1975, AMVAC has manufactured a technical form of DDVP, used primarily in specialty markets as a broad-spectrum household and specialty insecticide. Nuvan, which is used primarily for animal health to control flies and ecto-parasites, expanded the AMVAC’s animal health business as well as its international sales of DDVP. DDVP products are highly effective in controlling in enclosed spaces, a wide variety of pests including mosquitoes, flies, and cockroaches. AMVAC has been the primary generator of data to support the registration of DDVP products worldwide.

In February 2003, AMVAC acquired certain assets associated with the global Pre-Harvest Protection business from Pace International, L.L.C. (“Pace”). Pace’s global Pre-Harvest Protection business encompassed five product lines:

• Deadline^®—a line of snail and slug control products used in agriculture and by commercial landscapers;

• Hivol^®44—a plant growth regulator used primarily in citrus;

• Hinder^®—a deer and rabbit repellant;

• Bac-Master^™—streptomycin antibiotic used primarily to control Fire Blight (a bacterial disease of apples and pears that kills blossoms, shoots, limbs, and sometimes, entire trees; and

• Leffingwell^® Supreme 415 Oil^™—a horticultural oil insecticide for aphids, mites and scale.

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Pace continues to manufacture Deadline and Hinder under a multi-year supply agreement with AMVAC. Additionally, AMVAC has an option to acquire Pace’s Deadline manufacturing facility in Yakima County, Washington.

In January 2003, AMVAC acquired certain assets associated with the Evital^® 5G cranberry herbicide business conducted in the United States from Syngenta.

In July 2002, AMVAC acquired from Flowserve U.S. Inc. (“Flowserve”), all or substantially all of its assets associated with the SmartBox^® closed delivery system. The SmartBox system electronically dispenses granular crop protection products, replacing older technology that utilizes mechanically driven sprockets and chains. The state-of-the-art SmartBox technology allows farmers to apply crop protection products accurately and efficiently while avoiding contact with the product. The computer controller enables farmers to monitor and change application rates while planting and provides the farmers with a permanent record of application. Initially the SmartBox system was developed by Flowserve in partnership with E.I. DuPont de Nemours and Company (“DuPont”) and Zeneca, Inc. which partnership commenced in 1995. At the same time it acquired certain assets associated with the Fortress^® corn soil insecticide business from DuPont in 2000, AMVAC assumed DuPont’s SmartBox partnership interest. Thereafter, Zeneca, Inc. abandoned its SmartBox partnership interest. In 2000, AMVAC sold its Fortress 5G (5% active ingredient—chlorethoxyfoxs) corn soil insecticide to the American farmer in the SmartBox system. Later that year, AMVAC secured exclusive marketing rights in the U.S. Bayer CropScience’s Aztec^® 4.67G corn soil insecticide which also can be applied through the SmartBox system. By offering both products, AMVAC provides farmers a choice of two different chemistries to apply through the SmartBox system. This allows farmers to rotate products from year to year, thereby preventing insects from building resistance to any one specific product. AMVAC is currently looking at utilizing this system for other crops where the safety features of the system would provide an important benefit.

In July 2002, AMVAC acquired from Syngenta all U.S. Environmental Protection Agency (“EPA”) end-use product registrations and data support as well as a license to the Ambush 25WP trademark (wettable powder formulation) in the United States. Syngenta continues to own the rights and assets of the liquid formulation (Ambush 2EC) in the United States.

In June 2002, AMVAC acquired certain assets associated with the Folex^® cotton defoliant business conducted in the United States by Aventis CropScience USA prior to Bayer AG’s acquisition of Aventis CropScience S.A. The purchase included the EPA end-use product registration for Folex as well as the Folex trademark and product inventories. In addition, an existing supply agreement with Bayer Corporation providing for the supply of active ingredient and access to data in support of the end-use product registration has been assigned to AMVAC, allowing AMVAC to purchase the active ingredient in Folex from Bayer. Bayer markets a product under its trademark Def^® which is similar to Folex, and continues to sell Def following its acquisition of Aventis.

Seasonality

The agricultural chemical industry in general is cyclical in nature. The demand for AMVAC’s products tends to be slightly seasonal. Seasonal usage, however, does not necessarily follow calendar dates, but more closely follows varying growing seasonal patterns, weather conditions and weather related pressure from pests, and customer marketing programs and requirements.

Backlog

AMVAC does not believe that backlog is a significant factor in its business. AMVAC primarily sells its products on the basis of purchase orders, although it has entered into requirements contracts with certain customers.

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Customers

United Agri Products, Agriliance and Helena Chemical Company accounted for 18%, 15% and 11%, respectively of the Company’s sales in 2006. United Agri Products, Agriliance and Helena Chemical Company accounted for 15%, 13% and 11%, respectively of the Company’s sales in 2005. United Agri Products, Helena Chemical Company and Agriliance accounted for 18%, 12% and 11%, respectively of the Company’s sales in 2004.

Competition

AMVAC faces competition from many domestic and foreign manufacturers in its marketplaces. Competition in AMVAC’s marketplace is based primarily on efficacy, price, safety and ease of application. Many of such competitors are larger and have substantially greater financial and technical resources than AMVAC. AMVAC’s ability to compete depends on its ability to develop additional applications for its current products and expand its product lines and customer base. AMVAC competes principally on the basis of the quality of its products, its price and the technical service and support given to its customers. The inability of AMVAC to effectively compete in several of AMVAC’s principal products would have a material adverse effect on AMVAC’s results of operations.

Generally, the treatment against pests of any kind is broad in scope, there being more than one way or one product for treatment, eradication, or suppression. AMVAC has attempted to position itself in smaller niche markets which are no longer of strong focus to larger companies. These markets are small by nature, require significant and intensive management input, ongoing product research, and are near product maturity. These types of markets tend not to attract larger chemical companies due to the smaller volume demand, and larger chemical companies have been divesting themselves of products that fall into such niches as is evidenced by AMVAC’s successful acquisitions of certain product lines.

Intellectual Property

AMVAC’s proprietary product formulations are protected, to the extent possible, as trade secrets and, to a lesser extent, by patents and trademarks. Although AMVAC considers that, in the aggregate, its trademarks, licenses, and patents constitute a valuable asset, it does not regard its business as being materially dependent upon any single or several trademarks, licenses, or patents.

EPA Registrations

AMVAC’s products also receive protection afforded by the effect of the FIFRA legislation that makes it unlawful to sell any pesticide in the United States unless such pesticide has first been registered by the EPA as well as under similar state laws. Substantially all of AMVAC’s products are subject to EPA registration and re-registration requirements and are conditionally registered in accordance with FIFRA. This licensing by EPA is based, among other things, on data demonstrating that the product will not cause unreasonable adverse effects on human health or the environment when it is used according to approved label directions. All states where any of AMVAC’s products are used require a registration by that specific state before it can be marketed or used in that state. State registrations are renewed annually, as appropriate. The EPA and state agencies have required, and may require in the future, that certain scientific data requirements be performed on registered products sold by AMVAC. AMVAC, on its own behalf and in joint efforts with other registrants, has furnished, and is currently furnishing, certain required data relative to specific products.

Under FIFRA, the federal government requires registrants to submit a wide range of scientific data to support U.S. registrations. This requirement results in operating expenses in such areas as testing and the production of new products. AMVAC expensed $2,884,000, $2,853,000 and $3,081,000 during 2006, 2005 and

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2004 respectively, related to gathering this information. Based on facts known today, AMVAC estimates it will spend approximately $3,770,000 in 2007. Because scientific analyses are constantly improving, it cannot be determined with certainty whether or not new or additional tests may be required by the regulatory authorities. Additionally, while FIFRA Good Laboratory Practice standards specify the minimum practices and procedures which must be followed in order to ensure the quality and integrity of data related to these tests submitted to the EPA, there can be no assurance the EPA will not request certain tests/studies be repeated. AMVAC expenses these costs on an as incurred basis. See also PART II, Item 7 of this Annual Report for discussions pertaining to research and development expenses.

Raw Materials

AMVAC utilizes numerous firms as well as internal sources to supply the various raw materials and components used by AMVAC in manufacturing its products. Many of these materials are readily available from domestic sources. In those instances where there is a single source of supply or where the source is not domestic, AMVAC seeks to secure its supply by either long-term arrangements or advance purchases from its suppliers. AMVAC believes that it is considered to be a valued customer to such sole-source suppliers. Recent increases in energy costs are expected to have an adverse impact on the Company, although the ultimate impact cannot be measured at this time.

Environmental

During 2006, AMVAC continued activities to address environmental issues associated with its facility (the “Facility”) in Commerce, California.

In March 1997, the California Environmental Protection Agency Department of Toxic Substances Control (“DTSC”) accepted the Facility into its Expedited Remedial Action Program (“ERAP”). Under this program, the Facility must prepare and implement an environmental investigation plan. Depending on the findings of the investigation, the Facility may also be required to develop and implement remedial measures to address any historical environmental impairment. The environmental investigation and any remediation activities related to ten underground storage tanks at the Facility, which had been closed in 1995, will also be addressed by AMVAC under ERAP.

Soil and groundwater characterization activities began in December 2002 in accordance with the Site Investigation Plan that was approved by the DTSC. Additional activities were conducted from 2003 to 2006 with oversight provided by the DTSC. Additional investigation is planned over the next year under the oversight of the DTSC. Potential remediation activities may be initiated in 2007 or 2008. These investigation and potential remediation activities are required at all facilities that currently have, or in the past had, hazardous waste storage permits. Because AMVAC previously held a hazardous waste management permit, AMVAC is subject to these requirements. It is uncertain whether the cost associated with the potential remediation activities will have a material impact on the Company’s financial statements.

AMVAC is subject to numerous federal and state laws and governmental regulations concerning environmental matters and employee health and safety at the Commerce, California and Axis, Alabama facilities. AMVAC continually adapts its manufacturing process to the environmental control standards of the various regulatory agencies. The U.S. EPA and other federal and state agencies have the authority to promulgate regulations that could have an impact on AMVAC’s operations.

AMVAC expends substantial funds to minimize the discharge of materials in the environment and to comply with the governmental regulations relating to protection of the environment. Wherever feasible, AMVAC recovers raw materials and increases product yield in order to partially offset increasing pollution abatement costs.

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The Company is committed to a long-term environmental protection program that reduces emissions of hazardous materials into the environment, as well as to the remediation of identified existing environmental concerns. Federal and state authorities may seek fines and penalties for violation of the various laws and governmental regulations. As part of its continuing environmental program, except as disclosed in PART I, Item 3, Legal Proceedings, of this Annual Report, the Company has been able to comply with such proceedings and orders without any materially adverse effect on its business.

Employees

As of March 5, 2007, the Company employed approximately 285 persons. AMVAC, on an ongoing basis, due to the seasonality of its business, uses temporary contract personnel to perform certain duties primarily related to packaging of its products. The Company believes it is cost beneficial to employ temporary contract personnel. None of the Company’s employees are subject to a collective bargaining agreement.

The Company believes it maintains positive relations with its employees.

Export Operations

The Company opened an office in Basel, Switzerland in January 2006. The office operates under the name AMVAC Switzerland GmbH and is located in Basel, Switzerland. The Company formed the new subsidiary to expand its resources dedicated to non-U.S. opportunities, primarily in the EU.

The Company opened an office in 1998 in Mexico to conduct business in Mexico and related areas. The office operates under the name Quimica AMVAC De Mexico S.A. de C.V. and markets chemical products for agricultural and commercial uses.

The Company opened an office in August 1994, in the United Kingdom to conduct business in the European chemical market. The office, operating under the name AMVAC Chemical UK Ltd., focuses on developing product registration and distributor networks for AMVAC’s product lines throughout Europe. The office is located in Surrey, England, a city southwest of London. The operating results of this operation were not material to the Company’s total operating results for the years ended December 31, 2006, 2005 and 2004.

The Company classifies as export sales all products bearing foreign labeling shipped to a foreign destination.

	2006			2005			2004
Export Sales	$	17,246,000		$	13,856,000		$	10,943,000
Percentage of Net Sales		8.9	%		7.3	%		6.8	%

Risk Management

The Company continually evaluates insurance levels for product liability, property damage and other potential areas of risk. Management believes its facilities and equipment are adequately insured against loss from usual business risks. The Company has purchased claims made products liability insurance. There can be no assurance, however, that such product liability coverage insurance will continue to be available to the Company, or if available, that it will be provided at an economical cost to the Company.

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GEMCHEM, INC.

GemChem is a California corporation incorporated in 1991 and purchased by the Company in 1994. GemChem is a national chemical distributor. GemChem, in addition to purchasing key raw materials for the Company, also sells into the pharmaceutical, cosmetic and nutritional markets. Prior to the acquisition, GemChem acted in the capacity as the domestic sales force for the Company (from September 1991).

2110 DAVIE CORPORATION

DAVIE currently owns real estate for corporate use only. See also PART I, Item 2 of this Annual Report.

ENVIRONMENTAL MEDIATION, INC.

EMI is an environmental consulting firm.

* * *

Available Information

The Company makes available free of charge (through its website, www.american-vanguard.com), its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission (“SEC”). Such reports are also available free of charge on the SEC’s website, www.sec.gov. Also available free of charge on the Company’s website are our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee Charters, our Corporate Governance Guidelines, our Code of Conduct and Ethics, our Employee Complaint Procedures for Accounting and Auditing Matters and our policy on Stockholder Nomination and Communication. The Company’s Internet website and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K.

* * *

ITEM 1A. RISK FACTORS

Risk Factors

The Company’s business may be adversely affected by cyclical and seasonal effects.

The chemical industry in general is cyclical and demands for its products tend to be slightly seasonal. Seasonal usage follows varying agricultural seasonal patterns, weather conditions and weather related pressure from pests, and customer marketing programs and requirements. Weather patterns can have an impact on the Company’s operations. The end user of some of its products may, because of weather patterns, delay or intermittently disrupt field work during the planting season which may result in a reduction of the use of some products and therefore may reduce our revenues and profitability. There can be no assurance that the Company will adequately address any adverse seasonal effects.

The industry in which the Company does business is extremely competitive and its business may suffer if the Company is unable to compete effectively.

Generally, the treatment against pests of any kind is broad in scope, there being more than one way or one product for treatment, eradication, or suppression. The Company faces competition from many domestic and foreign manufacturers, marketers and distributors participating in its marketplace. Competition in the

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marketplace is based primarily on efficacy, price, safety and ease of application. Many of the Company’s competitors are larger and have substantially greater financial and technical resources. The Company’s ability to compete depends on its ability to develop additional applications for its current products, and to expand its product lines and customer base. The Company competes principally on the basis of the quality of its products, and the technical service and support given to its customers. There can be no assurance that the Company will compete successfully with existing competitors or with any new competitors.

The Company faces competition in certain markets from manufacturers of genetically modified seeds.

The Company faces competition from larger chemical companies that market genetically modified (“GMO”) seeds in certain of the crop protection sectors in which the Company competes, particularly that of corn. To the extent that growers in these markets embrace the use of GMO seeds, such growers may reduce their use of pesticides sold by the Company. There is no guarantee that the Company will maintain its market share or pricing levels in sectors that are subject to competition from GMO seed marketers.

The distribution and sale of the Company’s products are subject to prior governmental approvals and thereafter ongoing governmental regulation.

The Company’s products are subject to laws administered by federal, state and foreign governments, including regulations requiring registration, approval and labeling of its products. The labeling requirements restrict the use of and type of application for our products. More stringent restrictions could make our products less desirable, which would adversely affect our revenues and profitability. Substantially all of the Company’s products are subject to the EPA registration and re-registration requirements, and are conditionally registered in accordance with the FIFRA. Such registration requirements are based, among other things, on data demonstrating that the product will not cause unreasonable adverse effects on human health or the environment when used according to approved label directions. All states where any of the Company’s products are used also require registration before they can be marketed or used in that state. Governmental regulatory authorities have required, and may require in the future, that certain scientific data requirements be performed on the Company’s products. The Company, on its behalf and in joint efforts with other registrants, have and are currently furnishing certain required data relative to its products. Under FIFRA, the federal government requires registrants to submit a wide range of scientific data to support U.S. registrations. This requirement has significantly increased the Company’s operating expenses in such areas as testing and the production of new products. The Company expects such increases to continue in the future. Because scientific analyses are constantly improving, it cannot be determined with certainty whether or not new or additional tests may be required by regulatory authorities. Responding to such requirements may cause delays in the sales of our products which delays would adversely affect our profitability. While FIFRA Good Laboratory Practice standards specify the minimum practices and procedures which must be followed in order to ensure the quality and integrity of data related to these tests submitted to the U.S. EPA, there can be no assurance the EPA will not request certain tests or studies be repeated. In addition, more stringent legislation or requirements may be imposed in the future. The Company can provide no assurance that any testing approvals or registrations will be granted on a timely basis, if at all, or that its resources will be adequate to meet the costs of regulatory compliance.

The Company faces risks related to acquisitions of product lines.

The Company has expanded and intends to continue to expand its operations through the acquisition of additional product lines from these larger competitors. There can be no assurance that the Company will be able to identify, acquire or profitably manage additional product lines, or successfully integrate any acquired product lines without substantial expenses, delays or other operational or financial problems. There is an increasing trend in selling mature product lines through a competitive bid process. As a result, we may not be the successful

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bidder for a desirable product, or, if successful, we may pay a higher price for such product than if there was no competitive bid process. Further, acquisitions may involve a number of special risks or effects, including diversion of management’s attention, failure to retain key acquired personnel, unanticipated events or circumstances, minimum purchase quantities, legal liabilities and amortization of acquired intangible assets and other one-time or ongoing acquisition related expenses. Some or all of these special risks or effects could have a material adverse effect on the Company’s financial and operating results. Client satisfaction or performance problems associated with a business or product line could have a material adverse impact on the Company’s reputation. In addition, there can be no assurance that acquired product lines, if any, will achieve anticipated revenues and earnings.

The Company’s future success will depend on its ability to develop additional applications for its products, and to expand its product lines and customer base.

The Company has grown primarily by a strategy of acquiring mature product lines from larger competitors and expanding sales of these products based on new applications and new users. The Company’s success will depend, in part, on its ability to develop additional applications for its products, and to expand its product lines and customer base in a highly competitive market. There can be no assurance that the Company will be successful in adequately addressing these development needs on a timely basis or that, if these developments are addressed, the Company will be successful in the marketplace. In addition, there can be no assurance that products or technologies (e.g., genetic engineering) developed by others will not render the Company’s products noncompetitive or obsolete, which would have a material adverse effect on its financial and operating results. Many of the mature product lines the Company has acquired from larger competitors were divested as a result of a mergers involving such large competitors.

If the Company is unable to successfully position itself in smaller niche markets, its business may be materially adversely affected.

The Company has attempted to position itself in smaller niche markets that have been or are being abandoned by larger chemical companies. These types of markets tend not to attract larger chemical companies due to the smaller volume demand. As a result, larger chemical companies have been divesting themselves of products that fall into such smaller niche markets. These smaller niche markets require significant and intensive management input and ongoing product research and are near product maturity. There can be no assurance that the Company will be successful in these smaller niche markets or, if it is successful in one or more niche markets, that it will continue to be successful in such niche markets.

The manufacturing of the Company’s products is subject to governmental regulations.

The Company operates two manufacturing facilities—one in Los Angeles, California and the other in Axis, Alabama (the “Facilities”). The Facilities operate under the terms and conditions imposed by required licenses and permits by state and local authorities. The manufacturing of key ingredients for the Company’s products occurs at the Facilities. An inability to renew or maintain a license or permit or a significant increase in the fees for such licenses or permits could impede the Company’s access to key ingredients and increase the cost of production, which, in turn, would materially and adversely affect the Company’s ability to provide its products in a timely and affordable manner.

The Company may be subject to environmental liabilities.

The Company, its facilities and its products are subject to numerous federal and state laws and governmental regulations concerning environmental matters and employee health and safety. The Company continually adapts

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its manufacturing process to the environmental control standards of the various regulatory agencies. The U.S. EPA and other federal and state agencies have the authority to promulgate regulations that could have a significant impact on the Company’s operations. The Company expends substantial funds to minimize the discharge of materials in the environment and to comply with governmental regulations relating to protection of the environment. Federal and state authorities may seek fines and penalties for violation of the various laws and governmental regulations, and could, among other things, impose liability on the Company for cleaning up the damage resulting from release of pesticides and other agents into the environment.

The Company’s use of hazardous materials exposes it to potential liabilities.

The Company’s development and manufacturing of chemical products involve the controlled use of hazardous materials. While the Company continually adapts its manufacturing process to the environmental control standards of regulatory authorities, it cannot completely eliminate the risk of accidental contamination or injury from hazardous or regulated materials. In the event of such contamination or injury, the Company may be held liable for significant damages or fines. In the event that such damages or fines are assessed, it could have a material adverse effect on the Company’s financial and operating results.

The Company’s business may give rise to product liability claims not covered by insurance or indemnity agreements.

The manufacturing, marketing, distribution and use of chemical products involve substantial risk of product liability claims. A successful product liability claim which is not insured may require the Company to pay substantial amounts of damages. In the event that such damages are paid, it could have a material adverse effect on the Company’s financial and operating results.

Adverse results in pending legal and regulatory proceedings could have adverse effects on the Company’s business.

The Company is currently, and may from time to time be, involved in legal and regulatory proceedings. The results of litigation and such proceedings cannot be predicted with certainty. The Company has and will continue to expend resources and incur expenses in connection with these proceedings. There can be no assurance that the Company will be successful in these proceedings. While the Company continually evaluates insurance levels for product liability, property damage and other potential areas of risk, an adverse determination in one or more of these proceedings could subject the Company to significant liabilities, which could have a material adverse effect on its financial condition and operating results.

The Company relies on intellectual property which it may be unable to protect, or may be found to infringe the rights of others.

The Company’s proprietary product formulations are protected, to the extent possible, as trade secrets and, to a lesser extent, by patents and trademarks. Most of the mature products that the Company has acquired which were patented are currently “off patent” because the patent has expired. The Company can provide no assurance that the way it protects its proprietary rights will be adequate or that its competitors will not independently develop similar or competing products.

Further, the Company can provide no assurance that its is not infringing other parties’ rights. Any claims could require the Company to spend significant sums in litigation, pay damages, develop non-infringing intellectual property, or acquire licenses to the intellectual property which is the subject of asserted infringement.

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The Company relies on key executives in large part for its success.

The Company’s success is highly dependent upon the efforts and abilities of its executive officers, particularly Eric G. Wintemute, its President and Chief Executive Officer. Although Mr. Wintemute has entered into an employment agreement with the Company, this does not guarantee that he will continue his employment. The loss of the services of Mr. Wintemute or other executive officers could have a material adverse effect upon its financial and operating results.

Concentration of ownership among the Company’s Co-Chairmen of the Board of Directors may prevent new investors from influencing significant corporate decisions.

As of March 5, 2007, Herbert A. Kraft and Glenn A. Wintemute, the Company’s Co-Chairmen of the Board of Directors, beneficially owned approximately 12% and 7%, respectively, of the Company’s common stock. These stockholders as a group will be able to influence substantially the Company’s Board of Directors and thus its management and affairs. If acting together, they would be able to influence most matters requiring the approval by the Company’s stockholders, including the election of directors, any merger, consolidation or sale of all or substantially all of the Company’s assets and any other significant corporate transaction. The concentration of ownership may also delay or prevent a change in control if opposed by these stockholders irrespective of whether the proposed transaction is at a premium price or otherwise beneficial to the Company’s stockholders as a whole.

The Company is dependent on a limited number of customers, which makes us vulnerable to the continued relationship with and financial health of those customers.

In 2006, three customers accounted for 44% of the company’s sales. The Company’s future prospects will depend on the continued business of such customers and on our continued status as a qualified supplier to such customers. The Company cannot guarantee that our current significant customers will continue to buy products from us at current levels. The loss of a key customer could have a material adverse effect on the Company.

The Company’s stock price may be volatile, and an investment in the Company’s stock could decline in value.

The market prices for securities of companies in the Company’s industry have been highly volatile and may continue to be highly volatile in the future. Often this volatility is unrelated to operating performance of a company.

The Company’s business may be adversely affected by terrorist activities.

The Company’s business depends on the free flow of products and services through the channels of commerce. Recently, in response to terrorists’ activities and threats aimed at the United States, transportation, mail, financial and other services have been slowed or stopped altogether. Further delays or stoppages in transportation, mail, financial or other services could have a material adverse effect on the business, results of operations and financial condition. Furthermore, the Company may experience an increase in operating costs, such as costs for transportation, insurance and security as a result of the activities and potential activities. The Company may also experience delays in receiving payments from counterparties that have been affected by the terrorist activities and potential activities. The U.S. economy in general is being adversely affected by the terrorist activities and potential activities and any economic downturn could adversely impact results of operations, impair the ability to raise capital or otherwise adversely affect the ability to grow the business.

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Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Complying with changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and changes to the New York Stock Exchange rules, will require the Company to expend significant resources. The Company is committed to maintaining the highest standards of corporate governance and public disclosure. As a result, the Company will continue to invest necessary resources to comply with evolving laws, regulations and standards, and this investment may result in increased expenses and a diversion of management time and attention from revenue-generating activities.

The impact of FAS 123(R) may require recognition of significant financial expense for stock options.

FAS 123(R), as published by the Financial Accounting Standards Board, will require the Company, as a public company, to recognize in its financial statements an expense for stock options that are unvested and become exercisable after December 31, 2005 and for any new grants issued subsequent to January 1, 2006. In 2006, the Company recognized a $984 pre-tax expense related to this requirement. (See “Stock-Based Compensation” narrative in notes to consolidated financial statements.)

Note On Forward-Looking Statements

This report contains forward-looking statements. Forward-looking statements relate to future periods and include descriptions of our plans, objectives, and underlying assumptions for future operations, our market opportunities, our acquisition opportunities, and our ability to compete. Generally, “may,” “could,” “will,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue” and similar words identify forward- looking statements. Forward-looking statements are based on our current expectations and are subject to risks and uncertainties that can cause actual results to differ materially. For information on these risks and uncertainties, see the “Risk Factors” in this report. We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this report. Forward-looking statements are made only as of the date of this report.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2 PROPERTIES

The Company’s corporate headquarters are located in Newport Beach, California. This facility is leased. See PART IV, Item 15 of this report for further information.

AMVAC owns in fee the Facility constituting approximately 152,000 square feet of improved land in Commerce, California (“Commerce”) on which its West-Coast manufacturing and some of its warehouse facilities and offices are located.

DAVIE owns in fee approximately 72,000 square feet of warehouse, office and laboratory space on approximately 118,000 square feet of land in Commerce, California, which is leased to AMVAC.

In 2001, AMVAC completed the acquisition of a manufacturing facility from DuPont. The facility is one of three such units located on DuPont’s 510 acre complex in Axis, Alabama. The acquisition consisted of a long- term ground lease of 25 acres and the purchase of all improvements thereon. The facility is a multi-purpose plant designed primarily to manufacture pyrethroids and organophosphates. The acquisition increased AMVAC’s

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capacity while also providing flexibility and geographic diversity. (Refer to PART II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation of this Annual Report.)

The Facility’s production areas are designed to run on a continuous twenty-four hour per day basis. AMVAC regularly adds chemical processing equipment to enhance its production capabilities. AMVAC believes its facilities are in good operating condition and are suitable and adequate for AMVAC’s foreseeable needs, have flexibility to change products, and can produce at greater rates as required. Facilities and equipment are insured against losses from fire as well as other usual business risks. The Company knows of no material defects in title to, or encumbrances on, any of its properties except that substantially all of the Company’s assets are pledged as collateral under the Company’s loan agreements with its primary lender. For further information, refer to note 2 of the Notes to the Consolidated Financial Statements in PART IV, Item 15 of this Annual Report.

AMVAC owns approximately 42 acres of unimproved land in Texas for possible future expansion.

GemChem’s, Chemical UK’s and Quimica AMVAC’s facilities consist of administration and sales offices which are leased.

ITEM 3 LEGAL PROCEEDINGS

DBCP LAWSUITS

I. DBCP Litigation

AMVAC and/or the Company have been named or otherwise implicated in a number of lawsuits concerning injuries allegedly arising from either contamination (of water supplies) or personal exposure to 1,2-dibromo-3-chloropropane (“DBCP”). A summary of these actions follows:

A. Hawaii Matters

AMVAC and the Company were served with complaints in February 1997. The actions were filed in the Circuit Court of the Second Circuit, State of Hawaii entitled Board of Water Supply of the County of Maui v. Shell Oil Co., et. al. The suit named as defendants the Company, AMVAC, Shell Oil Company, The Dow Chemical Company, Occidental Chemical Company, Occidental Petroleum Corporation, Occidental Chemical Corporation, and Brewer Environmental Industry, Inc. Maui Pineapple Company was joined as a cross-defendant. The Complaint alleged that between two and four of the Board’s wells had been contaminated with DBCP in excess of the maximum contaminant level (“MCL”). In addition, the Board of Water Supply contended that future wells may exceed the MCL level and would need remediation. On August 2, 1999, a global settlement was reached, which included the remediation of the existing contaminated wells in addition to the installation of filtration devices on other wells for the next forty years on the island of Maui. The cash settlement was three million dollars ($3,000,000) of which AMVAC’s (and the Company’s) portion was five hundred thousand dollars ($500,000). The settlement agreement obligates the defendants to pay for the installation of filtration devices on other wells that become contaminated later and for the ongoing operation and maintenance of the filtration devices for up to forty years. The annual costs of operation and maintenance per well is estimated to be approximately sixty-nine thousand dollars ($69,000), to be adjusted annually by the consumer price index. The obligations of the defendants under this agreement are secured by a twenty million-dollar letter of credit obtained by Dow Chemical. In connection with the settlement, in October 2005, AMVAC paid for a share of a permanent filtration system in the amount of $222,198.

In October 1997, AMVAC was served with a Complaint(s) in which it was named as a defendant, filed in the Circuit Court, First Circuit, State of Hawaii and in the Circuit Court of the Second Circuit, State of Hawaii

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(two identical suits, one in Oahu and one in Maui) entitled Patrickson, et. al. v. Dole Food Co., et. al (“Patrickson Case”) alleging damages sustained from injuries caused by plaintiffs’ exposure to DBCP while applying the product in their native countries. Other named defendants are: Dole Food Co., Dole Fresh Fruit, Dole Fresh Fruit International, Pineapple Growers Association of Hawaii, Shell Oil Company, Dow Chemical Company, Occidental Chemical Corporation, Standard Fruit Company, Standard Fruit & Steamship, Standard Fruit Company De Costa Rica, Standard Fruit Company De Honduras, Chiquita Brands, Chiquita Brands International, Martrop Trading Corporation, and Del Monte Fresh Produce. (American Vanguard Corporation has not been sued in these actions.) The ten named plaintiffs are citizens of four countries—Guatemala, Costa Rica, Panama, and Ecuador. Punitive damages are sought against each defendant. The plaintiffs were banana workers and allege that they were exposed to DBCP in applying the product in their native countries. The case was also filed as a class action on behalf of other workers so exposed in these four countries. The plaintiffs” allege sterility and other injuries. The suits were removed to federal court and for the last several years, the focus of the case has been on procedural issues, including the dismissal of the case based on the doctrine of forum non conveniens. This doctrine would require the plaintiffs to pursue their claims in their native countries. On April 22, 2003, the United States Supreme Court issued a decision on the procedural posture of the case, holding there was no jurisdiction in federal court and remanded the case to state court. Starting in early 2004, there had been no activity in the case for about two years. However, a status conference was held on June 1, 2006 at the request of the plaintiffs’ attorneys, who expressed a desire to pursue the class action aspect or add other individuals. Plaintiffs’ counsel now claims that his class members will include two pineapple workers in Hawaii who have testicular cancer, and he also claims to have class members from mainland U.S. and other countries. On September 12, 2006, the court ordered the transfer of venue of the Maui action from Maui County to Oahu, where we expect the duplicate suit to be dismissed. Other preliminary issues will be class certification and/or the addition of class members as individual defendants. Written discovery to defendants was conducted on venue-related issues.

Further, the plaintiffs’ attorneys reported that the ten plaintiffs filed suit in their home countries in 1998, based on the prior order of forum non conveniens, alleging in excess of two million United States dollars ($2,000,000) per plaintiff. The suit in Guatemala was served on AMVAC in March 2001, but no defendant has been required to answer. Suits in the other countries have not been served. AMVAC has engaged local attorneys in the countries to defend these foreign suits. No discovery has taken place on the individual claims of the plaintiffs. Without such discovery, it is unknown whether any of the plaintiffs was exposed to AMVAC brand DBCP or what statute of limitation defenses may apply. AMVAC intends to contest the cases vigorously. However, it is too early to provide an assessment as to the probability of an unfavorable outcome in these matters.

B. Mississippi Matters

In May 1996, AMVAC was served with five complaints in which it is named as a defendant. (These complaints were filed by the same attorneys representing the Patrickson plaintiffs in Hawaii.) The complaints are brought by plaintiffs Edgar Arroyo-Gonzalez, Eulogio Garzon-Larreategui, ValentinValdez, Amilcar Belteton-Rivera, and Carlos Nicanor Espinola-E against one or more of the following other named defendants: Coahoma Chemical Co. Inc., Shell Oil Company, Dow Chemical Co., Occidental Chemical Co., Standard Fruit Co., Standard Fruit and Steamship Co., Dole Food Co., Inc., Dole Fresh Fruit Co., Chiquita Brands, Inc., Chiquita Brands International, Inc. and Del Monte Fresh Produce, N.A. The cases were filed in the Circuit Court of Harrison County, First Judicial District of Mississippi. Each case alleged damages sustained from injuries caused by plaintiffs’ (who are former banana workers and citizens of a Central American country) exposure to DBCP while applying the product in their native countries. These cases were removed to U.S. District Court for the Southern District of Mississippi, Southern Division. The federal court granted defense motions to dismiss in each case pursuant to the doctrine of forum non conveniens. On January 19, 2001, the court issued an unpublished

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decision, finding that there was jurisdiction in federal court, but remanded just one case (Espinola) back to the trial court to determine if a stipulation which limited the plaintiff’s recovery to fifty thousand dollars ($50,000) was binding. If the stipulation is binding, that case will be remanded to state court. If the stipulation is not binding, that case will be dismissed along with the others, requiring the plaintiffs to litigate in their native countries. The federal court then ordered remand to state court. No activity has taken place on this matter since 2001. Without discovery, it is unknown whether any of the plaintiffs were exposed to the Company’s product or what defenses may apply. AMVAC intends to contest the cases vigorously. It is too early to provide an evaluation of the likelihood of an unfavorable outcome in this case.

C. Louisiana Matters

In November 1999, AMVAC was served with three complaints filed in the 29^th Judicial District Court for the Parish of St. Charles, State of Louisiana entitled Pedro Rodrigues et. al v. AMVAC Chemical Corporation et. al, Andres Puerto, et. al v. Amvac Chemical Corporation, et. al and Eduardo Soriano, et al v. Amvac Chemical Corporation et. al. Other named defendants are: Dow Chemical Company, Occidental Chemical Corporation, Shell Oil Company, Standard Fruit, Dole Food, Chiquita Brands, Tela Railroad Company, Compania Palma Tica, and Del Monte Fresh Produce. American Vanguard Corporation is not named as a defendant. These suits were filed in 1996, but they were not served until November 1999. Following a dismissal of most of the plaintiffs from the action (in light of the fact that they had previously settled their claims in other actions), the complaints, with Soriano as the lead case, allege personal injuries to about 314 persons (167 from Ecuador, 102 from Costa Rica, and 45 from Guatemala) from alleged exposure to DBCP (punitive damages are also sought). With the United States Supreme Court holding there was no federal court jurisdiction in the Patrickson case, the federal court judge remanded the cases to Louisiana state court in June 2003. In state court, the three cases were assigned to two different judges. In 2006, a group of plaintiffs represented by attorney Misko, who had been making claims solely against growers, settled with those growers and dismissed their claims against the Company. On November 17, 2006, the state court separated the cases handled by attorney Scott Hendler from the cases being pursed only against the growers handled by different counsel. The pleadings are not yet finalized as to the number of plaintiffs in these suits.

As in many of the other banana worker’s cases, no discovery has taken place on the individual claims of the plaintiffs. Thus, it is unknown as to how many of the plaintiffs claim exposure to AMVAC’s product and whether their claims are barred by applicable statutes of limitation. AMVAC intends to vigorously contest these cases. It is too early to provide any evaluation of the likelihood of an unfavorable outcome at this time.

D. Nicaragua Matters

Tellez et al v. Dole Food Company, Inc. et al

On March 26, 2004, 25 plaintiffs, all residents of Nicaragua, filed suit in state court in Los Angeles County, California, claiming personal injuries from alleged exposure to DBCP while working on banana plantations in their home country. The named defendants are Dole Food Company, Inc., Dole Fresh Fruit Company, Standard Fruit Company, Standard Fruit and Steamship Company, Dow Chemical Company, and AMVAC Chemical Corporation. American Vanguard is not named as a defendant. Punitive damages are also sought against all defendants.

The plaintiffs claim personal injuries for sterility, reduced sperm counts, and other reproductive injuries. They claim exposure from working on banana plantations in Nicaragua from dermal contact with DBCP and inhalation of vapors. The plaintiffs also claimed exposure to DBCP in groundwater that they ingested, but testing of wells in October 2005 did not reveal the presence of any DBCP contamination and this claim of exposure through groundwater is being dropped.

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AMVAC was served with the complaint on April 12, 2004 and filed an answer on May 5, 2004. On May 6, 2004, Dow Chemical removed the case from state court to the United States District Court for the Central District of California. The case was subsequently remanded to state court.

On September 2, 2004, the plaintiffs were permitted to file an amended complaint that dropped seven plaintiffs and added 18 others, so that there were a total of 36 plaintiffs. Since that time, 18 plaintiffs have been dismissed, four others who have not yet obtained U.S. visas to come to the United States for their depositions, and one making a cancer related claim have been transferred to the Mejia case listed below, reducing the total to 13.

The defendants have been taking depositions of the plaintiffs’ experts. Trial is presently scheduled for May 2, 2007, having recently been rescheduled due to the inability to complete 25 depositions of the plaintiffs’ and defendants’ experts within the time lines in the case management order. Plaintiffs’ and defendants’ experts will have differing views at their depositions and at trial regarding what types and amounts of exposure to DBCP might cause sterility. Depositions of defense experts will take place primarily in March. AMVAC contends that very few of these plaintiffs worked at a banana farm when its product could have been used. AMVAC also disputes the nature and extent of the claimed injuries. AMVAC intends to continue to vigorously contest this case.

It is too early to provide any evaluation of the likelihood of an unfavorable outcome at this time, as expert discovery is not yet complete. However, this case, like the other pending banana workers suits, presents difficult issues of law and fact to all parties and has a potentially large exposure. In all of these banana worker cases, there is no guarantee that the Company will be able to avoid an adverse judgment or that the size of any such judgment will not have an adverse effect upon the Company’s financial performance. If plaintiffs are successful, it is likely that other banana workers from Nicaragua will file suit in California.

Rodolfo Mejia et al v. Dole Food Company, Inc. et al

On September 20, 2005, the attorneys who also represent plaintiffs in Tellez et al v. Dole Food Company et al filed an action on behalf of 16 Nicaraguan plaintiffs in the Los Angeles County Superior Court against Dole Food Company, Inc., Dole Fresh Fruit Company, Standard Fruit Company, Standard Fruit and Steamship Company, the Dow Chemical Company, and AMVAC Chemical Corporation. The complaint alleges that the 16 plaintiffs worked at various banana farms in Nicaragua and were exposed to DBCP from 1970 to 1984, suffering irreversible sterility or infertility. The complaint seeks unspecified compensatory and punitive damages against each defendant. The suit has been assigned to the same judge for case management as in the Tellez matter.

Plaintiffs have served a First Amended Complaint naming 21 banana plantation workers in Nicaragua as plaintiffs, including five plaintiffs who were transferred from the Tellez action. The Mejia action has been designated as related to the Tellez action has been stayed pending developments in the Tellez action, except for the preliminary steps of collecting plaintiffs’ medical and employment records in Nicaragua so that they are available for use once discovery gets underway. Discovery has not yet begun in this case. It is too early to provide any evaluation of the likelihood of an unfavorable outcome at this time.

Suits filed in Nicaragua

The Los Angeles attorneys representing these workers in California have recently stated that they have as many as 10,000 clients in Nicaragua. Thirteen of them are plaintiffs in the Tellez suit and 21 are plaintiffs in the Mejia suit pending in the Los Angeles County Superior Court.

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In prior descriptions of pending litigation and other matters, several suits filed in Nicaragua in January 2003 on behalf of banana workers claiming exposure to DBCP were mentioned. It was reported that AMVAC had been named in these suits, but was not served with the complaints.

In May 2005, two suits filed in Nicaragua in 2004 were received that name AMVAC, The Dow Chemical Company, Dole Food Co., Dole Fresh Fruit, and Standard Fruit Company. The two suits for personal injuries for sterility and reduced sperm counts have been filed on behalf of a total of 15 banana workers: Flavio Apolinar Castillo et al. v. AMVAC Chemical Corporation et al., No. 535/04 and Luis Cristobal Martinez Suazo et al. v. AMVAC Chemical Corporation et al., No. 679/04. In December 2005, AMVAC received six additional, similar lawsuits filed on behalf of a total of 30 plaintiffs. These plaintiffs each claim $1 million in special and general damages and $5 million in punitive damages.

AMVAC has retained an attorney in Nicaragua and understands that the receipt of these eight suits constitutes first notice and an invitation to attend mediation. All but one of these suits is based on Nicaraguan Public Law 364 issued in October 2000 that is directed solely at DBCP and requires the posting of a $100,000 bond, sets forth a lessened standard of proof to show that the claimed injuries are due to DBCP, and establishes an unreasonable amount of minimum compensation for injuries. This law also provides that there is no statute of limitations.

On January 25, 2006, AMVAC was served with the Flavio Apolinar Castillo and Luis Cristobal Martinez Suazo suits listed above. In March 2006, counsel in Nicaragua filed objections to jurisdiction over Amvac in these two cases. AMVAC’s local counsel reports that the court has not yet ruled on the objections to jurisdiction.

A review of court filings in Chinandega, Nicaragua, by local counsel has found 83 suits filed pursuant to Public Law 364 that name AMVAC and include approximately 3,497 plaintiffs. However, only the two Castillo and Suazo cases have been served on Amvac . Each of these plaintiffs claims $1 million in special and general damages and $5 million in punitive damages. It is anticipated that the plaintiffs’ attorneys will continue to file additional actions on a monthly basis in Nicaragua.

In an earlier round of suits brought in Nicaragua against Dow, Shell, and Standard Fruit only, the Nicaragua court issued judgments for $490 million in December 2002 based on claims of 583 banana workers, despite defenses of lack of personal jurisdiction and the unconstitutionality of Public Law 364. It has been reported that in 2003, the United States District Court in Los Angeles refused to enforce these judgments on the basis that the judgments did not properly name the defendants. The U.S. District Court did not reach the issue of due process under Public Law 364. An appeal to the U.S. Court of Appeals for the Ninth Circuit is pending.

AMVAC contends that the Nicaragua courts do not have jurisdiction over it and that Public Law 364 violates international due process of law. AMVAC intends to contest personal jurisdiction and demand under Law 364 that the claims be litigated in the United States. Thus far, it appears that the Nicaraguan courts have denied all requests of other defendants under Law 364 that allow the defendants the option of consenting to jurisdiction in the United States. It is not presently known as to how many of these plaintiffs actually claim exposure to DBCP at the time AMVAC’s product was allegedly used nor is there any verification of the claimed injuries. Based on the precedent of the earlier suits in Nicaragua, it would appear likely that the Nicaragua courts will, over the defendants’ objections, enter multi-million dollar judgments for the plaintiffs and against all defendants in these cases. One such judgment was entered in August 2005 for $97 million for 150 plaintiffs against Dole Food and other entities. It has also been reported that on December 1, 2006, the Nicaraguan court rendered a judgment for $802 million against Dow, Shell, Occidental, and Standard Fruit for some 1200 plaintiffs.

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E. Ivory Coast Cases

On October 6, 2006, AMVAC was served with seven suits filed in the Los Angeles County Superior Court and one suit in the United States District Court in Los Angeles that include a total of 668 residents of the Ivory Coast as plaintiffs. Each plaintiff claims bodily injuries from exposure to DBCP while residing or working on banana or pineapple plantations in that country from the 1970s to the present. The suits name AMVAC, Dow Chemical, Shell Oil Company, and Dole Food as defendants. All these suits also seek punitive damages and the action filed in federal court alleges a claim under the Alien Tort Claims Act, alleging that the sale and use of DBCP amounted to genocide in the Ivory Coast. AMVAC does not believe that it sold any DBCP into the Ivory Coast at any time and intends to defend these cases vigorously. Discovery has not yet begun in these cases, and it is too early to provide any evaluation as to the probability of an unfavorable outcome.

On November 3, 2006, Dow and Shell removed the seven state court cases to federal court, alleging that the naming of AMVAC and the Dole entities amounted to a fraudulent joinder of those defendants by plaintiffs to defeat federal jurisdiction. However, the federal court has remanded all of those cases on its own motion back to state court. On December 7, 2006 AMVAC answered the Alien Tort Claims Act case. A defense motion for judgment on the pleadings in the Alien Tort Claims Act case in federal court is pending for a hearing on March 12, 2007.

F. Other Matters

Other attorneys filed suits in the Los Angeles County Superior Court in April 2005 on behalf of hundreds of banana workers in other countries, including Costa Rica, Panama, and Honduras. AMVAC has not been named in these suits.

II. Other Litigation.

On July 19, 2006, AMVAC’s registered agent was served with a complaint entitled Latrice McLendon, et al. v. Philip Service Corporation etc. et al (including AMVAC), which was filed in the Superior State Court of Fulton County, State of Georgia No. 2006CN119863 and subsequently removed to the United States District Court for the Northern District of Georgia No. 1:06-CV-1770-CAP, in which a class of plaintiffs seek damages, including punitive damages, in an unspecified amount for personal injuries and diminution in property value allegedly arising from the airborne release of propyl mercaptan and ethoprop from a waste treatment facility operated by PSC Recovery Services (“PSC”) in Fairburn, Georgia. Plaintiffs, residents living in the vicinity of the PSC plant, allege trespass, nuisance and negligence on behalf of defendants in handling, storing and treating waste which was generated by AMVAC’s Axis, Alabama facility. In addition, in January 2007, the Alabama Department of Environmental Management issued a proposed administrative order citing AMVAC for, among other things, storing rejected washwater (which is the subject of the McLendon case) in violation of applicable regulations regarding the storage of hazardous materials. The company is negotiating a consent order with ADEM which it expects to complete in the near future. It is too early in the McLendon litigation to make an assessment of the likelihood of there being an adverse judgment against AMVAC or whether such judgment could have an adverse effect upon the Company’s financial performance. AMVAC plans to defend the action vigorously.

On March 1, 2006, AMVAC and AVD accepted tender of defense and indemnity from Valent U.S.A. Corporation (“Valent’) with respect to an action entitled Victoria Espinoza, et al. v. Does 1, et al., including Valent U.S.A. Corporation filed in the Los Angeles Superior Court No. BC322590 in March 2005, in which plaintiff, who worked as a temporary employee intermittently in the packaging department at one of AMVAC’s facilities between August 1994 and August 2000, seeks damages for injuries, specifically acute myelogenous leukemia, allegedly arising from exposure to chemical products at that AMVAC facility. The defense and

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indemnity obligations arise from a toll manufacturing and supply agreement dated in September 1991 between AMVAC and Valent’s predecessor, and an asset purchase agreement dated in June 1998 between AMVAC and Valent by which the former purchased the Dibrom^® product line from the latter. The company believes that the action is without merit and plans to defend it vigorously. Although the punitive damages claim has been dismissed from the action, however, there is no guarantee that the Company will be able to avoid an adverse judgment or that the size of any such judgment will not have an adverse effect upon the Company’s financial performance. Trial is currently scheduled for July 30, 2007.

OTHER

The Company may be, from time to time, involved in other legal proceedings arising in the ordinary course of its business. The results of litigation cannot be predicted with certainty. The Company has and will continue to expend resources and incur expenses in connection with these proceedings. There can be no assurance that the Company will be successful in these proceedings. While the Company continually evaluates insurance levels for product liability, property damage and other potential areas of risk, an adverse determination in one or more of these proceedings could subject the Company to significant liabilities, which could have a material adverse effect on its financial condition and operating results.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of 2006 to a vote of security holders, through the solicitation of proxies or otherwise.

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PART II

ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Effective March 7, 2006, the Company’s $0.10 par value common stock (“Common Stock”) is listed on the New York Stock Exchange under the ticker symbol AVD. From January 1998 through March 6, 2006, the Common Stock was listed on the American Stock Exchange under the ticker symbol AVD. The Company’s Common Stock traded on The NASDAQ Stock Market under the symbol AMGD from March 1987 through January 1998.

The following table sets forth the range of high and low sales prices as reported for the Company’s Common Stock for the calendar quarters indicated (as adjusted for stock splits and stock dividends).

	High		Low
Calendar 2006
First Quarter	$	22.91	$	16.50
Second Quarter		32.04		14.09
Third Quarter		16.91		12.91
Fourth Quarter		18.25		13.45
Calendar 2005
First Quarter	$	17.16	$	12.00
Second Quarter		16.91		12.68
Third Quarter		18.49		13.53
Fourth Quarter		20.24		13.67

As of March 5, 2007 the number of stockholders of the Company’s Common Stock was approximately 3,900, which includes beneficial owners with shares held in brokerage accounts under street name and nominees.

On September 14, 2006, the Company announced that the Board of Directors declared a cash dividend of $0.03 per share. The dividend was distributed on October 13, 2006, to stockholders of record at the close of business on September 29, 2006. Cash dividends paid October 13, 2006, totaled approximately $783,000.

On March 23, 2006, the Company announced that the Board of Directors declared a 4 for 3 stock split and a cash dividend of $0.07 per share ($0.0525 as adjusted for the 4 for 3 stock split). Both dividends were distributed on April 17, 2006 to stockholders of record at the close of business on April 3, 2006. The cash dividend was paid on the number of shares outstanding prior to the 4 for 3 stock split. Stockholders entitled to fractional shares resulting from the stock split received cash in lieu of such fractional share based on the closing price of the Company’s stock on April 3, 2006.

On September 14, 2005, the Company announced that the Board of Directors declared a cash dividend of $0.03 per share which was distributed on October 14, 2005, to stockholders of record at the close of business on September 30, 2005.

On March 21, 2005, the Company announced that the Board of Directors declared a 2 for 1 stock split (100% stock dividend) and a cash dividend of $0.11 per share ($0.055 as adjusted for the stock split). Both dividends were distributed on April 15, 2005 to stockholders of record at the close of business on March 29, 2005. The cash dividend was paid on the number of shares outstanding prior to the 2 for 1 stock split. Stockholders entitled to fractional shares resulting from the stock split received cash in lieu of such fractional share based on the closing price of the Company’s stock on March 29, 2005.

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On September 14, 2004, the Company announced that the Board of Directors declared a cash dividend of $.05 per share ($0.025 as adjusted for stock splits) which was distributed on October 15, 2004 to stockholders of record at the close of business on October 1, 2004.

On March 16, 2004, the Company announced that the Board of Directors declared a 3 for 2 stock split and a cash dividend of $.12 per share ($0.040 as adjusted for stock splits). Both dividends were distributed on April 16, 2004 to stockholders of record at the close of business on March 26, 2004. The cash dividend was paid on the number of shares outstanding prior to the 3 for 2 stock split. Stockholders entitled to fractional shares resulting from the stock split received cash in lieu of such fractional share based on the closing price of the Company’s common stock on March 26, 2004.

The Company has issued a cash dividend in each of the last ten years dating back to 1996.

Stock Performance Graph

The following graph presents a comparison of the cumulative, five-year total return for the Company, the S&P 500 Stock Index, and a peer group selected by Value Line (Chemical—Specialty Industry). The graph assumes that the beginning values of the investments in the Company, the S&P 500 Stock Index, and the peer group of companies each was $100. All calculations assume reinvestment of dividends. Returns over the indicated period should not be considered indicative of future returns.

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ITEM 6 SELECTED FINANCIAL DATA (in thousands, except for weighted average number of shares and per share data)

	2006		2005		2004		2003		2002
Net sales	$	193,771	$	189,796	$	150,855	$	124,863	$	100,671
Gross profit	$	82,358	$	85,679	$	72,258	$	58,874	$	43,875
Operating income	$	29,216	$	32,267	$	24,958	$	16,542	$	11,879
Income before income tax expense	$	26,522	$	30,939	$	23,733	$	16,182	$	11,278
Net income	$	15,448	$	19,002	$	14,477	$	10,263	$	7,049
Earnings per common share(1)	$	0.60	$	0.78	$	0.60	$	0.44	$	0.30
Earnings per common share—assuming dilution(1)	$	0.57	$	0.74	$	0.57	$	0.42	$	0.29
Total assets	$	262,376	$	183,227	$	122,346	$	106,734	$	75,448
Working capital	$	99,233	$	41,668	$	36,275	$	31,624	$	27,862
Long-term debt and capital lease obligations, less current portion	$	93,761	$	34,367	$	19,474	$	22,142	$	17,765
Stockholders’ equity	$	120,877	$	82,448	$	63,972	$	50,334	$	40,243
Weighted average shares outstanding—basic(1)		25,933,650		24,344,179		23,951,195		23,496,808		23,120,803
Weighted average shares outstanding—assuming dilution(1)		27,186,369		25,758,740		25,556,600		24,358,008		24,244,760
Dividends per share of common stock(1)	$	0.083	$	0.064	$	0.049	$	0.035	$	0.026

The selected consolidated financial data set forth above with respect to each of the calendar years in the five-year period ended December 31, 2006 have been derived from the Company’s consolidated financial statements and are qualified in their entirety by reference to the more detailed consolidated financial statements and the independent registered public accounting firm’s reports thereon which are included elsewhere in this Report on Form 10-K for the three years ended December 31, 2006. See ITEM 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Employee Stock Purchase Plan (“employee stock purchases”) based on estimated fair values. In 2006, the Company recorded a pre-tax expense of $576 related to the adoption of SFAS 123(R) for employee stock options. All periods prior to 2006 did not include any expense related to share-based payment awards for employee stock options.

(1) The basic and diluted weighted average number of shares outstanding, net income per share and dividend information for all periods presented have been restated to reflect the effects of stock splits and dividends.

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ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Results of Operations (in Thousands)

2006 Compared with 2005:

	2006		2005		Change
Net sales:
Crop	$	162,447	$	157,327	$	5,120
Non-crop		31,324		32,469		(1,145	)
	$	193,771	$	189,796	$	3,975
Gross profit:
Crop	$	68,629	$	69,895	$	(1,266	)
Non-crop		13,729		15,784		(2,055	)
	$	82,358	$	85,679	$	(3,321	)

The Company reported net income of $15,448 or $ 0.57 per diluted share in 2006 as compared to net income of $19,002 or $ 0.74 per diluted share in 2005. (Net income per share data has been restated to reflect the effect of a 4 for 3 stock split that was distributed on April 17, 2006.)

Net sales in 2006 increased 2% to $193,771 from $189,796 in 2005. Sales of products acquired through recent acquisitions accounted for approximately $16 million of additional sales. However, sales of certain corn soil and cotton insecticides and mosquito adulticides were significantly lower in 2006 compared to 2005.

Gross profit decreased by $3,321 to $82,358 (43% of sales) in 2006 from $85,679 (45% of sales) in 2005 due primarily to competitive pricing pressures, additional manufacturing overhead costs and changes in product mix.

Gross profit margins may not be comparable to those of other companies, since some companies include their distribution network in cost of goods sold and the Company, as well as others, include distribution costs in operating expenses (or other line items other than cost of goods sold).

Operating expenses, which are net of other income and expenses, decreased by $270 to $53,142 in 2006 from $53,412 in 2005. Operating expenses as a percentage of sales were 27% in 2006 as compared to 28% in 2005. The changes in operating expenses by specific departmental costs are as follows:

	2006		2005		Change
Selling	$	17,231	$	20,140	$	(2,909	)
General and administrative		11,729		14,382		(2,653	)
Research, product development and regulatory		8,243		7,175		1,068
Freight, delivery and warehousing		15,939		11,715		4,224
	$	53,142	$	53,412	$	(270	)

• Selling expenses decreased by $2,909 to $17,231 in 2006 from $20,140 in 2005 due primarily to lower sales program costs ($3.1 million) and royalties ($0.7 million) offset by additional sales compensation ($0.5 million) and advertising costs ($0.3 million).

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• General and administrative expenses decreased by $2,653 to $11,729 in 2006 as compared to $14,382 in 2005 due primarily to lower bonus accruals ($1.3 million) and legal fees ($1.2 million).

• Research and product development costs and regulatory registration expenses increased by $1,068 to $8,243 in 2006 from $7,175 in 2005 due primarily to U.K. product registration activities ($0.8 million) and other headcount and product development related costs.

• Freight, delivery and warehousing costs increased $4,224 to $15,939 in 2006 as compared to $11,715 in 2005 due primarily to significant cost increases passed on to us by our freight carriers and the expansion of our distribution network.

Interest costs before capitalized interest and interest income were $3,382 in 2006 as compared to $1,720 in 2005. The Company’s average overall debt in 2006 was $55,520 as compared to $30,137 in 2005. Higher effective interest rates accounted for the higher gross interest costs. The Company capitalized $658 of interest costs related to construction in progress in 2006 as compared to $363 in 2005. The Company recognized $30 in interest income in 2006 as compared to $29 in 2005.

Income tax expense decreased by $863 to $11,074 in 2006 as compared to $11,937 in 2005. The Company’s effective tax rate was 41.8% in 2006 as compared to 38.6% in 2005. (See note 3 to the Consolidated Financial Statements for additional analysis of the changes in income tax expense.)

Liquidity and Capital Resources

Net cash used in operating activities amounted to $29,817 in 2006 compared to net cash provided by operating activities of $18,749 in 2005. The change of $48,566 during the period relates primarily to lower net income ($3,554) and higher levels of working capital ($45,550). The increase in accounts receivable ($15,475) from 2005 relates primarily to a shift of monthly sales within the fourth quarter. The increase in inventory levels ($22,269) from 2005 relates primarily to the acquisition of new product lines and an anticipated but unrealized fourth quarter sales increase similar to 2005 (see Note 13- Quarterly Data—Unaudited).

Net cash used in investing activities amounted to $47,071 in 2006 consisting of capital expenditures ($7,058), the acquisition of the Terbufos and Permethrin product lines ($39,737) and other assets ($276). Net cash used in investing activities amounted to $35,231 in 2005 consisting of capital expenditures ($13,186) and the acquisition of the Phorate insecticide product line ($22,112).

Net cash provided by financing activities amounted to $77,340 in 2006 consisting of borrowings under the credit facilities less subsequent repayments ($55,393), proceeds of the private equity placement, stock option exercises and employee stock purchase plan ($24,111) and the payment of cash dividends ($2,164). Net cash provided by financing activities amounted to $17,358 in 2005 consisting of borrowings under the credit facilities less subsequent repayments ($17,893), proceeds of stock option exercises and employee stock purchase plan ($1,015) and the payment of cash dividends ($1,550).

In December 2006, the Company entered into a Credit Agreement for a $165,000 secured credit facility. This credit facility replaced the Company’s previous Amended and Restated Credit Agreement with its primary bank and syndicate of other commercial lenders. The new credit facility consists of a $75,000 revolving line of credit, $60,000 term loan and an accordion term feature of $30,000. The senior secured revolving line of credit matures on December 15, 2011 and term loan matures on December 15, 2013. The Company had $39,500 of availability under its revolving line of credit as of December 31, 2006. (See Note 2 for additional information)

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In February 2006, the Company completed a $23,400 private placement, consisting of 1,040,000 shares of its common stock with a group of institutional investors. Net proceeds of the financing were approximately $22,500. The Company filed a shelf registration statement on Form S-3 under the Securities Act of 1933, as amended (Registration No. 333-122981) covering the offering and sale of its common stock. (Refer to the Company’s Current Report on Form 8-K filed February 13, 2006 and incorporated herein by reference.)

Weather patterns can have an impact on the Company’s operations. Weather conditions influence pest population by impacting gestation cycles for particular pests and the effectiveness of some of the Company’s products, among other factors. The end user of some of the Company’s products may, because of weather patterns, delay or intermittently disrupt field work during the planting season which may result in a reduction of the use of some of the Company’s products. During 2006, weather patterns did not have a material adverse effect on the Company’s results of operations.

Contractual Obligations and Off-Balance Sheet Arrangements

The following summarizes our contractual obligations at December 31, 2006 and the effects such obligations are expected to have on liquidity and cash flow in future periods:

	Payments Due by Period
	Total		Less than 1 Year		1–3 Years		4–5 Years		After 5 Years
Long-term debt	$	62,367	$	4,106	$	8,212	$	16,212	$	33,837
Note payable to bank		35,500		—		—		35,500		—
Accrued royalty obligations		603		603		—		—		—
Employment agreement(s)		502		502		—		—		—
Purchase orders		26,187		26,187		—		—		—
Operating leases		1,017		305		607		20		85
	$	126,176	$	31,703	$	8,819	$	51,732	$	33,922

There were no off-balance sheet arrangements as of December 31, 2006.

We believe that our cash flows from operations and cash and cash equivalents will be sufficient to meet our working capital and capital expenditure requirements and provide us with adequate liquidity to meet our anticipated operating needs for at least the next 12 months. Although operating activities are expected to provide cash, to the extent we grow significantly in the future, our operating and investing activities may use cash and, consequently, this growth may require us to obtain additional sources of financing. There can be no assurance that any necessary additional financing will be available to us on commercially reasonable terms, if at all. We intend to finance our long-term liquidity requirements out of net cash provided by operations and cash and cash equivalents.

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Results of Operations

2005 Compared with 2004:

	2005		2004		Change
Net sales:
Crop	$	157,327	$	122,498	$	34,829
Non-crop		32,469		28,357		4,112
	$	189,796	$	150,855	$	38,941
Gross profit:
Crop	$	69,895	$	58,465	$	11,430
Non-crop		15,784		13,793		1,991
	$	85,679	$	72,258	$	13,421

The Company reported net income of $19,002 or $0.74 per diluted share in 2005 as compared to net income of $14,477 or $0.57 per diluted share in 2004. (Net income per share data has been restated to reflect the effect of a 4 for 3 stock split that was distributed on April 17, 2006.)

Net sales in 2005 increased by 26% to $189,796 from $150,855 in 2004. The record sales levels were achieved through growth (primarily attributable to higher sales volume) across the vast majority of the Company’s product lines coupled with the selling of a new insecticide product line (Phorate) we acquired from BASF in November which represented the Company’s largest acquisition to date, the fourth quarter sales, of which, exceeded the Company sales expectations. There were no unusual or infrequent events or transactions outside of the ordinary course of business, which materially impacted net sales.

Gross profits increased $13,421 to $85,679 in 2005 from $72,258 in 2004. Gross profit margins declined to 45% in 2005 from 48% in 2004. The reduction in gross profit margins was due to the changes in the sales mix of the Company’s products.

Gross profit margins may not be comparable to those of other companies, since some companies include their distribution network in cost of goods sold and the Company, as well as others, include distribution costs in operating expenses (or other line items other than cost of goods sold).

Operating expenses, which are net of other income and expenses, increased by $6,112 to $53,412 in 2005 from $47,300 in 2004. Operating expenses as a percentage of sales were 28% in 2005 as compared to 31% in 2004. The differences in operating expenses by specific departmental costs are as follows:

• Selling expenses increased by $2,200 to $20,140 in 2005 from $17,940 in 2004. Increases in payroll and payroll related costs, programs and related costs and advertising and promotion costs accounted for 22%, 19% and 15% of the increase respectively, with the balance of the increase resulting from increases in other variable selling expenses related to both increased sales levels and the product mix of sales.

• General and administrative expenses increased by $1,654 to $14,382 in 2005 as compared to $12,728 in 2004. The increase was due to increased legal expenses (which accounted for approximately 47%), payroll, payroll related costs and other compensation costs.

• Research and product development costs and regulatory registration expenses increased by $219 to $7,175 in 2005 from $6,956 in 2004. The increase was a result of higher licenses and registration fees and payroll and payroll related costs.

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• Freight, delivery and warehousing costs increased $2,039 to $11,715 in 2005 as compared to $9,676 in 2004 due to the increased sales levels.

Interest costs before capitalized interest and interest income were $1,720 in 2005 as compared to $1,310 in 2004. The Company’s average overall debt in 2005 was $30,137 as compared to $37,822 in 2004. Higher effective interest rates accounted for the higher gross interest costs. The Company capitalized $363 of interest costs related to construction in progress in 2005 as compared to $72 in 2004. The Company recognized $29 in interest income in 2005 as compared to $13 in 2004.

Income tax expense increased by $2,681 to $11,937 in 2005 as compared to $9,256 in 2004. The Company’s effective tax rate was 38.6% in 2005 as compared to 39% in 2004. (See note 4 to the Consolidated Financial Statements for additional analysis of the changes in income tax expense.)

Liquidity and Capital Resources in 2005

Operating activities provided $18,749 of cash during the year ended December 31, 2005. Net income of $19,002, non-cash depreciation and amortization of $7,016, an increase in accounts payable, accrued expenses and other payables of $24,409, a decrease in other current assets of $767 and a change in deferred income taxes of $243 provided $51,437 of cash for operations. Increases in receivables of $31,964 and inventories of $724 used $32,688 in cash for operating activities.

The Company used $35,231 in investing activities in 2005. It invested $13,186 in capital expenditures, $22,112 in intangible assets while other non-current assets declined by $67.

Financing activities provided $17,358 in 2005. The Company received proceeds from new long-term debt of $20,000. Net borrowings under the Company’s fully-secured revolving line of credit increased by $3,000 while $1,015 was received related to the issuance of common stock. The Company made payments on its debt of $5,107 and paid cash dividends of $1,550.

On October 31, 2005, AMVAC completed the acquisition of assets constituting the global Phorate insecticide product line from BASF Aktiengesellschaft (“BASF”), for approximately $26.1 million in purchase price consideration, subject to a post-closing adjustment to reflect the value of inventories as of the time of closing. The assets purchased by AMVAC included the active ingredient Phorate, the trademarks Thimet^®, Granutox^®, Granutox 5^®, and Geomet^®, the manufacturing and formulation know-how, registration rights, intellectual property rights and inventories, as well as an exclusive license to use BASF’s patent, closed delivery system, Lock ‘N Load^®, in the United States, Canada and Australia for Phorate.

In order to finance the acquisition of the global Phorate insecticide product line, AMVAC borrowed under its revolving line of credit on October 31, 2005.

Recently Issued Accounting Guidance

In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS No. 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for the Company as of January 1, 2008. We have not completed our evaluation of SFAS No. 159 but do not expect the adoption of SFAS No. 159 to have a material effect on our operating results or financial position.

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In November 2006, the FASB issued FASB Staff Position No. EITF 00-19-2, “Accounting for Registration Payment Arrangements”, which specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured. Additionally, this guidance further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable GAAP without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years. The Company is currently evaluating the impact of EITF 00-19-2 on the consolidated financial statements.

In September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108 (“SAB No. 108”), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, which addresses how the effects of prior-year uncorrected misstatements should be considered when quantifying misstatements in current-year financial statements. SAB No. 108 will require companies to quantify misstatements using both the balance sheet and income statement approaches to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. When the initial adoption is determined to be material, SAB No. 108 allows companies to record that effect as a cumulative effect adjustment to beginning-of-the-year retained earnings. The accounting provisions of SAB No. 108 are effective for the Company’s fiscal year ending December 31, 2006. The Company has determined that the effect of the adoption of SAB No. 108 did not have a material effect on the consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. The statement requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. This statement is effective as of the end of the fiscal year ending after December 15, 2006. The adoption of SFAS 158 did not have a material impact on the consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not currently believe that the adoption of SFAS 157 will have a material impact on the consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”) an interpretation of FASB Statement No. 109, Accounting for Income Taxes. FIN 48 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not (i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Upon adoption, the cumulative effect of applying the recognition and measurement provisions of FIN 48, if any, shall be reflected as an adjustment to the opening balance of retained earnings. FIN 48 requires that subsequent to initial adoption a change in judgment that results in subsequent recognition, derecognition or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the period in which the change occurs. Currently, we record such changes in judgment, including audit settlements, as a component of the Company’s income tax provision. Thus, the Company’s reported quarterly income tax rate may become more volatile upon adoption of FIN 48. This change will not impact the manner in which we record income tax expense on an annual basis. FIN 48 also requires expanded disclosures including identification of tax positions

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for which it is reasonably possible that total amounts of unrecognized tax benefits will significantly change in the next twelve months, a description of tax years that remain subject to examination by major tax jurisdiction, a tabular reconciliation of the total amount of unrecognized tax benefits at the beginning and end of each annual reporting period, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate and the total amounts of interest and penalties recognized in the statements of operations and financial position. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements.

In March 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 156, Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140 (SFAS 156). SFAS 156 requires recognition of a servicing asset or liability at fair value each time an obligation is undertaken to service a financial asset by entering into a servicing contract. SFAS 156 also provides guidance on subsequent measurement methods for each class of servicing assets and liabilities and specifies financial statement presentation and disclosure requirements. This statement is effective for fiscal years beginning after September 15, 2006. The Company is currently evaluating the impact of SFAS 156 on the consolidated financial statements.

Foreign Exchange

Management does not believe that the fluctuation in the value of the dollar in relation to the currencies of its customers in the last three fiscal years has adversely affected the Company’s ability to sell products at agreed upon prices denominated in U.S. dollars. No assurance can be given, however, that adverse currency exchange rate fluctuations will not occur in the future. Should adverse currency exchange rate fluctuations occur in geographies where the Company sells/exports its products, management is not certain such fluctuations will materially impact the Company’s operating results.

Inflation

Management believes inflation has not had a significant impact on the Company’s operations during the past three years.

CRITICAL ACCOUNTING POLICIES

Certain of the Company’s policies require the application of judgment by management in selecting the appropriate assumptions for calculating financial estimates. These judgments are based on historical experience, terms of existing contracts, commonly accepted industry practices and other assumptions that the Company believes are reasonable under the circumstances. These estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results may differ from these estimates under different assumptions or conditions. The Company’s critical accounting polices and estimates include:

Revenue Recognition and Allowance for Doubtful Accounts

Revenue from sales is recognized at the time title and the risks of ownership passes. This is when the customer has made the fixed commitment to purchase the goods, the products are shipped per the customers’ instructions, the sales price is determinable, and collection is reasonably assured. Allowance for doubtful accounts is estimated based on estimates of losses related to customer receivable balances. Estimates are developed by using standard quantitative measures based on historical losses, adjusting for current economic conditions and, in some cases, evaluating specific customer accounts for risk of loss. The establishment of reserves requires the use of judgment and assumptions regarding the potential for losses on receivable balances.

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Though the Company considers these balances adequate and proper, changes in economic conditions in specific markets in which the Company operates could have a material effect on reserve balances required.

Inventories

The Company values its inventories at lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method, including material, labor and factory overhead. The Company writes down its inventory for estimated obsolescence equal to the cost of the inventory. Product obsolescence may be caused by shelf-life expiration, discontinuance of a product line, replacement products in the marketplace or other competitive situations.

Long-lived Assets

The carrying value of long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Measurement of the impairment loss is based on the fair value of the asset. Generally, fair value will be determined using valuation techniques such as the present value of expected future cash flows.

Property, Plant and Equipment and Depreciation

Property, plant and equipment includes the cost of land, buildings, machinery and equipment, office furniture and fixtures, automobiles, and construction projects and significant improvements to existing plant and equipment. Interest costs related to significant construction projects are capitalized at the Company’s weighted average cost of capital. Expenditures for maintenance and minor repairs are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. All plant and equipment is depreciated using the straight-line method, utilizing estimated useful property lives. Building lives range from 10 to 30 years; machinery and equipment lives range from 3 to 15 years; office furniture and fixture lives range from 3 to 10 years, automobile lives range from 3 to 6 years; construction projects and significant improvements to existing plant and equipment lives range from 3 to 15 years when placed in service.

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, have been translated at year end exchange rates and profit and loss accounts have been translated using weighted average yearly exchange rates. Adjustments resulting from translation have been recorded in the equity section of the balance sheet as cumulative translation adjustments in other comprehensive income.

The effect of foreign currency exchange gains and losses on transactions that are denominated in currencies other than the entity’s functional currency are remeasured into the functional currency using the end of the period exchange rates. The effects of remeasurement related to foreign currency transactions are included in current profit and loss accounts.

Goodwill and Other Intangible Assets

The primary identifiable intangible assets of the Company relate to product rights associated with its product acquisitions. The Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets. Under the provisions of SFAS No. 142, identifiable intangibles with finite lives are amortized and those with indefinite lives are not amortized. The estimated useful life of an identifiable intangible asset to the Company is based upon a number of factors including the effects of

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demand, competition, and expected changes in the marketability of the Company’s products. The Company tests identifiable intangible assets for impairment at least annually, relying on a number of factors including operating results, business plans and future cash flows. Identifiable intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate elements of property. The impairment test for identifiable intangible assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss, if any, is recognized for the amount by which the carrying value exceeds the fair value of the asset. Fair value is typically estimated using a discounted cash flow analysis, which requires the Company to estimate the future cash flows anticipated to be generated by the particular asset(s) being tested for impairment as well as select a discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, the Company considers historical results adjusted to reflect current and anticipated operating conditions. Estimating future cash flows requires significant judgment by the Company in such areas as future economic conditions, industry-specific conditions, product pricing and necessary capital expenditures. The use of different assumptions or estimates for future cash flows could produce different impairment amounts (or none at all) for long-lived assets, goodwill and identifiable intangible assets.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences.

Stock-Based Compensation

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Employee Stock Purchase Plan (“employee stock purchases”) based on estimated fair values. The Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of January 1, 2006, the first day of the Company’s fiscal year 2006. The Company’s Consolidated Financial Statements as of and for the year ended December 31, 2006 reflect the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R).

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk related to changes in interest rates, primarily from its borrowing activities. The Company’s indebtedness to its primary lender is evidenced by two term loans and a revolving line of credit with a variable rate of interest, which fluctuates with changes in the lender’s reference rate. At December 31, 2006, the Company’s outstanding indebtedness was $97,867. A 1% change in the reference rate during 2006 would have increased or decreased the Company’s interest expense, based on the weighted outstanding balance, by approximately $555,000. The Company does not use derivative financial instruments for speculative or trading purposes.

The Company conducts business in various foreign currencies, primarily in Europe and Mexico. Therefore changes in the value of the currencies of such countries or regions affect the Company’s financial position and cash flows when translated into U.S. Dollars. As of December 31, 2006, the Company had not established a formal foreign currency hedging program. The Company has mitigated and will continue to mitigate a portion of its currency exchange exposure through operation of decentralized foreign operating companies in which the

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majority of all costs are local-currency based. A 10% change in the value of all foreign currencies would have an immaterial effect on the Company’s financial position and cash flows.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Financial Statements and Supplementary Data are listed at PART IV, Item 15, Exhibits, Financial Statement Schedules.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of December 31, 2006, management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that these disclosure controls and procedures are effective, in all material respects, in ensuring that the information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported on a timely basis, and (ii) accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for the establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance to management and the Board of Directors as to the fair, reliable and timely preparation and presentation of consolidated financial statements filed with the SEC.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even processes determined to be effective can provide only reasonable assurance with respect to the financial statement preparation and presentation.

Management conducted an evaluation of the Company’s internal controls over financial reporting based on a framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the effectiveness of controls and a conclusion on the evaluation. Based on this evaluation, management believes that as of December 31, 2006, the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm, BDO Seidman, LLP, has issued an attestation report on management’s assessment of internal control over financial reporting as of December 31, 2006 and that report is included herein.

Changes in Internal Controls over Financial Reporting

There were no changes in internal controls over financial reporting during the quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

of American Vanguard Corporation

Newport Beach, California

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that American Vanguard Corporation (the Company) maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria)”. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Company maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of American Vanguard Corporation as of December 31, 2006 and 2005, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007 and our report dated March 14, 2007 expressed an unqualified opinion thereon.

/s/    BDO Seidman, LLP

Los Angeles, California

March 14, 2007

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ITEM 9B OTHER INFORMATION

None.

PART III

ITEM 10     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following persons are the current Directors and Executive Officers of Registrant:

Name of Director/Officer	Age	Capacity
Herbert A. Kraft	83	Co-Chairman
Glenn A. Wintemute	82	Co-Chairman
Eric G. Wintemute	51	Director, President and Chief Executive Officer
Lawrence S. Clark(1)(2)	48	Director
John B. Miles(2)(3)	63	Director
Carl R. Soderlind(1)(2)(3)	73	Director
Irving J. Thau(1)(3)	67	Director
James A. Barry	56	Senior Vice President, Chief Financial Officer & Secretary/Treasurer
Glen Johnson	52	Senior Vice President of AMVAC Chemical Corporation(4)
Christopher K. Hildreth	55	Senior Vice President of AMVAC
Robert F. Gilbane	56	President of GemChem, Inc.(5)

(1) Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating and Corporate Governance Committee.

(4) AMVAC Chemical Corporation (“AMVAC”) is a wholly-owned subsidiary of American Vanguard Corporation

(5) GemChem, Inc. (“GemChem”) is a wholly-owned subsidiary of American Vanguard Corporation

Herbert A. Kraft has served as Co-Chairman of the Board since July 1994. Mr. Kraft served as Chairman of the Board and Chief Executive Officer from 1969 to July 1994.

Glenn A. Wintemute has served as Co-Chairman of the Board since July 1994. Mr. Wintemute served as President of the Company and all operating subsidiaries since 1984 and was elected a director in 1971. He served as President of AMVAC from 1963 to July 1994.

Eric G. Wintemute has served as a director since June 1994. Mr. Wintemute has also served as President and Chief Executive Officer since July 1994. He was appointed Executive Vice President and Chief Operating Officer of the Company in January 1994. He is the son of the Company’s Co-Chairman, Glenn A. Wintemute.

Lawrence S. Clark was appointed a director in February 2006. Mr. Clark is the Chief Operating Officer and CFO for Legendary Pictures, a motion picture production company that develops, co-produces and co-finances major motion pictures in partnership with Warner Bros. From 2000 to 2003, Mr. Clark was the Chief Financial Officer of Creative Artists Agency, a leading entertainment talent, literary and marketing agency. From 1997 to 2000, he served as Senior Vice President, Corporate Development for Sony Pictures Entertainment. Mr. Clark was Director—International for The Carlyle Group, a private equity firm, from 1995 to 1997. In 1992, he co-founded Global Film Equity Corp., which provided strategic, business advisory and capital raising services to media companies. From 1989 to 1992, Mr. Clark was Vice President, Corporate Finance at Salomon Brothers, Inc. Prior to that, he was a Corporate Finance Associate at Goldman Sachs & Co. from 1987 to 1989.

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John B. Miles has served as a director since March 1999. Mr. Miles is a Partner with the law firm McDermott Will & Emery and has held the position of Partner since 1987. Prior to 1987, Mr. Miles was a partner with Kadison Pfaelzer Woodward Quinn & Rossi. Mr. Miles has previously served on boards of directors for public and private corporations.

Carl R. Soderlind has served as a director since June 2000. Mr. Soderlind served as Chairman and Chief Executive Officer of Golden Bear Oil Specialties, a producer of niche specialty oil and chemical products used in a variety of industrial applications from 1997 to 2001. From 1961 to 1996 he served in various capacities of Witco Corporation, with his most recent position being Senior Executive Vice President and member of the Management Committee.

Irving J. Thau has served as a director since September 2003. From 1962 to 1995, he held various positions with Ernst & Young LLP, where his primary responsibilities were directing and providing accounting, auditing, and business advisory services to publicly held and privately owned organizations. He was admitted to partnership in 1974, and most recently served as Ernst & Young’s West Region Director of Financial Advisory Services. In 1995, Mr. Thau founded Thau and Associates, Inc., a financial consulting company of which he currently serves as President. Mr. Thau is also a director and Chairman of the Audit Committee of American Home Mortgage Investment Corp.

James A. Barry has served as Senior Vice President and Secretary since 1998. He has served as Treasurer since 1994 and as Chief Financial Officer of the Company and all operating subsidiaries since 1987. He also served as Vice President from 1990 through 1997 and as Assistant Secretary from 1990 to 1997. From 1990 to 1993, he also served as Assistant Treasurer. Mr. Barry also served as a director of the Company from 1994 through June 2004.

Glen D. Johnson has served as Senior Vice President and Director of Business Development of AMVAC since February 1999. Mr. Johnson was previously the North American Senior Marketing Manager for Contract Sales at Zeneca Ag Products. Prior to joining AMVAC, Mr. Johnson had over 20 years of experience in sales and marketing, acquisition and licensing, market development, and field research and development with three multinational agrochemical companies.

Christopher K. Hildreth has served as Senior Vice President and Director of Sales of AMVAC since February 2003. From 1980 to 1988, Mr. Hildreth held sales management positions at Pfizer Crop Protection. From 1988 to 1993, when United Agri Product (“UAP”) acquired Pfizer Crop Protection, Mr. Hildreth held sales management positions. From 1993 to 2001, he served as General Manager of UAP Canada. From 2001 to 2002, Mr. Hildreth held various executive positions at UAP, including Executive Vice President—International, President & General Manager—Distribution, and President—Products Company.

Robert F. Gilbane has served as President of GemChem since June 1999. He served as Executive Vice President from January 1994 (when the Company acquired GemChem) to June 1999. He co-founded GemChem in 1991 with Eric G. Wintemute.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors, and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission.

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Based solely on the Company’s review of the copies of such forms received by the Company, or representations obtained from certain reporting persons, the Company believes that during the year ended December 31, 2006 all filing requirements applicable to its officers, directors, and greater than ten percent beneficial stockholders were complied with.

Code of Ethics

The Company has adopted a code of ethics, the American Vanguard Corporation Code of Conduct and Ethics (the “Code of Ethics”), that applies to all employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is posted on the Company’s Internet website, www.american-vanguard.com. Any amendment to, or waiver from, the Code of Ethics will be posted on the Company’s website within five business days following the date of the amendment or waiver.

Audit Committee

The Audit Committee is currently composed of Messrs. Irving J. Thau (Chairperson), Carl R. Soderlind and Lawrence S. Clark, who are all non-employee directors and are financially literate. The Board has determined that all members of the Audit Committee are independent directors under the applicable rules and regulations currently prescribed by the Securities Exchange Commission (“SEC”) and the applicable rules and listing standards currently prescribed by the New York Stock Exchange, and that each of Irving J. Thau and Lawrence S. Clark are “audit committee financial experts” within the meaning of applicable SEC rules and regulations.

ITEM 11 EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Objectives

The company’s compensation program has several objectives. First, we believe that our compensation should attract and retain top-quality executives. Many of our executives have transferred to the Company from our competitors, which are typically much larger organizations. In addition, we realize that our key executives could find work in the industry very easily. We must, therefore, be mindful that we do not fall below that of public companies of similar size in paying its executives. In February 2006, the Compensation Committee commissioned its compensation consultant, ECG Advisors, to review compensation of the top 10 most highly paid executives at the Company, including benchmarking against public companies having annual revenues of between $225 million and $400 million. According to that study, the Company’s executive salaries were between 4 percent above and 5 percent below the 50^th percentile, executive bonuses were approximately 5 percent above the 50^th percentile for target bonuses, and option values were 1 percent above the market.

Second, we believe in paying for performance. Performance, however, is not limited to company-wide objectives or personal goals. In fact, we hold our executives as a group accountable for both company-wide performance (typically in terms of net sales and net earnings) and individual performance, which varies by position. We are mindful of the fact that an executive may have an off-year, while the company has an excellent year, and vice versa. We take these factors into account in determining compensation, particularly incentive-based compensation.

Third, we believe that compensation decisions should be made with the benefit of as much current information as possible. Compensation decisions that are rigorously tied to formulas can lead to undesirable results and can fail to reward positive conduct. Indeed, it is very difficult to catalog in advance all of the factors that should be taken into account in making compensation decisions. While we do set company-wide goals and

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individual performance goals for our executives, when applying those criteria, we do take into account real market conditions, compensation trends, peer practices, and other factors in making compensation decisions. Thus, for example, if the entire industry is down due to unusual weather conditions, and our company has performed well compared to our peers, we will take that into account in setting compensation.

Fourth, we compensate, in part, so that our executives have a long term interest in the company’s success. This is especially so in the case of equity awards. Through granting options with a 7 to 10 year term, for example, we give the optionee motivation to plan for the long-term, rather than to seek to maximize short term returns at the expense of long term returns. Equity awards also serve to align our executives’ interests with those of our shareholders.

Elements of Compensation

Our named executive officers receive a base salary and certain benefits (including paid vacation, subsidized health and dental insurance, subsidized life insurance, and an automobile allowance). In addition, they participate in an annual incentive compensation plan and, from time to time, receive awards of equity, typically in the form of stock options. Further, they may choose to participate in voluntary benefit programs, such as a 401K plan and an Employee Stock Purchase Plan.

Base salary—base salary provides the executive with a reasonable standard of living and permits the company to put certain other elements of compensation at risk. Further, it would be virtually impossible to attract or retain qualified executives without this element of compensation. It forms the bulk of the executive’s compensation. This is the portion of compensation that does not vary with annual changes in company-wide performance or stock market fluctuations. The executive can count on his or her salary and can plan around it. In 2006, base salary accounted for more than half, but less than two-thirds of total compensation among named executive officers.

Benefits—health and dental insurance subsidies are also universally paid to executives in virtually all industries. In other words, the company must provide these subsidies in order to remain competitive. In addition, they are a good investment by the employer, as they serve to help keep the executives healthy or, when injury or sickness strikes, to bring them back to productive service. These coverages also help the executive to limit family medical expenses that, if not otherwise insured, might cause the executive severe financial hardship. Life insurance subsidies serve as a mechanism by which the company can give something of value back to the executive’s family in the case of death. We believe that when our executives join the company, they are not alone in making a commitment to us; their families are making a commitment as well. Finally, the automobile allowance serves to help the executive to offset the increasingly high cost of operating a motor vehicle. It is also a common perquisite, which the company offers in order to remain competitive. The size of the allowance is consistent with ensuring that the executive will have reliable transportation to and from work, rather than permitting the executive to obtain something extravagant.

Voluntary benefits—our 401K plan is a tool for retirement planning, which serves to encourage the executive to plan for retirement now. The company matching contribution has a strong retention effect; a generous 401K plan can make a significant difference in one’s employment decisions. Similarly, the American Vanguard Corporation Stock Purchase Plan serves as a means for retaining executives. It gives our executives (and other employees) the opportunity to acquire equity at a discount, which right is not available to outsiders. It also provides a means for acquiring stock at a discounted price through relatively minimal payroll deductions over a period of time. Further, the ESPP is a mechanism by which the executive can put some “skin in the game” by investing in the company. Equity ownership helps to align the executive’s interests with that of our shareholders and serves to foster a long term perspective in the executive.

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The only two forms of long-term compensation are the Company’s equity awards and the executive’s voluntary participation in the 401K plan. Our policy for allocating between long-term (equity) and current compensation depends largely on the perceived value of the equity. For example, to the extent that the Company’s stock price has appreciated continuously over multiple quarters and industry prospects look promising, we would tend to place a greater value on an award of equity. Conversely, if the stock price has exhibited volatility or lost value over time, then we might place a lesser value on equity awards, particularly if industry conditions are fair to poor. In the former case, we would place a greater emphasis on equity awards, while, in the latter case, we would place a greater emphasis on current compensation.

The Compensation Committee, working with its compensation consultant, regularly visits the question of whether, when and how to award equity. In making its recommendation, the Committee considers the length of time since the last equity award, the performance of the Company’s stock, the Company’s financial performance, the executives’ performance, and the financial impact of making awards. The Committee’s recommendations are also guided by the research of its compensation consultant, including benchmarking of similarly situated companies as to the prevalence of equity awards and total compensation among senior executives. In addition, the Committee maintains a relatively continuous discourse with the Chief Executive Officer on both the performance and expectations of senior management. Through this hermeneutic, the Committee selects grant dates and recommends awards that are perceived to be of value, that are consistent with those made by our peers, that have a reasonable financial impact on the Company, and that are warranted by the Company’s and executives’ performance. The Committee is mindful of avoiding grants while in possession of material non-public information and, with respect to option grants in particular, pursuant to the Company’s 1994 Stock Incentive Plan, sets the strike price of the grant to be the closing price of the Company’s common stock as of the date of the award.

The Company is currently reviewing potential equity ownership guidelines for all of its executives

We do take into account the accounting and tax treatments for the Company of all forms of compensation. For example, in order to maximize the Company’s ability to deduct the executive compensation under the Internal Revenue Code of 1986, as amended, (“IRC”) Section 162(m), we have historically limited the number of Incentive Stock Option awards given to an individual in a given year to those having a fair market value of under $100,000. Further, under the terms of the Change of Control Agreements, benefits paid thereunder will be reduced to the extent that they would constitute a nondeductible “excess parachute payment” under IRC Section 280G or nondeductible “employee remuneration” under Section 162(m). We follow all applicable accounting rules and tax laws in respect of all forms of compensation; for example, we expense options and stock awards. Because the timing of this expense depends upon the vesting of these equity awards, we set vesting schedules to optimize deferring costs into the future. In making equity awards, we do consider the tax impact upon the recipient. We have tended to favor stock option awards over awards of restricted stock, as the latter can have immediate, adverse tax consequences for our executives.

Compensation Policies and Benchmarking

The Compensation Committee retains considerable discretion to structure and adjust compensation with respect to both individuals and executives as a group. We do not follow a formulaic approach toward setting compensation. While formulaic approaches do tend to lead to greater certainty in results, they can also have unintended consequences. It is very difficult to capture in a formula all of the factors that should be taken into account when setting or adjusting compensation. We believe that, in making compensation decisions, it is important to consider not only corporate performance, but also individual performance and further, that corporate performance should be considered in the context of the industry. Thus, for example, if company performance was behind plan in a down market, but the executive team performed well, the Compensation Committee might adjust

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the incentive pool downward and make reduced awards to executives. Conversely, if company performance was ahead of plan in a solid market, but certain executives were not contributing, then the Committee might reduce awards to those certain individuals.

The Chief Executive Officer defines performance goals for his direct reports (which include all of the other named executive officers) and, working with the board and the management team, defines financial performance goals for the company. These goals serve as the foundation upon which the Compensation Committee can build a compensation scheme in keeping with other information, including studies performed by the Committee’s compensation consultant as well as its own research and experience. Throughout the year, the Committee maintains an open dialogue with the CEO with respect to compensation philosophy, changing business conditions, and executive performance. Further, annually, the CEO provides the Committee with recommendations for defining the incentive pool and allocating that pool among employees generally. The CEO serves as a source of information for the Committee, and, in making its own decisions, the Committee does give consideration to the CEO’s recommendations. However, the Committee makes independent decisions with respect to compensation and freely draws upon all sources that it deems necessary for guidance in making its those decisions.

With respect to corporation performance, the Company considers several factors. First, we consider top and bottom line performance, specifically in terms of net sales and earnings per share. Specifically, we observe whether we have grown net sales and net earnings with respect to the prior year, the past several years, and the budget contained within the Company’s financial plan. Second, we look at the relative performance of each of our product lines and compare that performance to our product line budget. Third, we consider the relative performance of our company, particularly net sales and net earnings, with that of our peer companies. Fourth, we analyze whether we have met our strategic goals.

With respect to individual performance, without discussing more specific factors that are competition sensitive, we consider the following general factors in making compensation decisions. We believe that these factors are reasonable and attainable by our executives.

President and Chief Executive Officer

• Achieving financial results that equal or exceed the Company’s financial plan.

• Attracting and maintaining excellent relationships with desirable investors.

• The setting and achievement of strategic goals, including anticipation of, and response to, industry trends.

• Building and retaining a sound management team.

Senior Vice President, Chief Financial Officer, Secretary/Treasurer

• Maintaining sound internal financial controls and accounting systems that result in timely and reliable financial disclosures.

• Attracting and retaining sources of capital necessary to permit the Company to operate and to grow through acquisition.

• Providing the CEO and board with long and short term budgets, including strategic capital planning.

• Keeping the board apprised of current and recent financial performance in detail sufficient to permit the board to carry out its duties toward our shareholders.

Senior Vice President and Director of Business Development

• Finding and acquiring new product lines that are accretive to the Company’s financial performance consistent with the Company’s financial plan.

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• Developing business opportunities through research and development, licensing, or other means.

• Achieving growth of existing product lines through expansion of permitted uses, improvement of product performance, and packaging and delivery systems.

Senior Vice President and Director of Sales

• Achieving net sales that equal or exceed those set forth in the Company’s financial plan.

• Maintaining excellent relations with existing customers and attracting new customers.

• Successfully launching new product lines.

• Managing a global sales team and distribution chain for the Company’s products.

President of GemChem Inc.

• Maintaining a continuous supply chain for raw materials and intermediates at globally competitive prices.

• Launching new products and expanding the use of certain existing products outside of agriculture.

We might decide to increase compensation materially if some or all of the following factors were present: the executive’s compensation is materially below that of his or her peers; the executive has taken on additional responsibilities; the executive has saved the Company significant costs; the executive has far exceeded individual performance goals. Conversely, we might decide to decrease compensation materially if some or all of the following factors were present: the executive has shown an inability to carry out responsibilities or manage his or her function; the executive seeks to work on a reduced schedule; the executive has had material duties taken away; the executive’s function or duties material thereto have become materially less important to the Company.

With respect to equity awards, we would consider the relative value of prior stock option awards in determining whether or in what amount to make additional awards of equity. If, for example, recent option awards were under water, we might be more inclined to make an additional award of options or an award of restricted stock.

Severance and Change of Control Provisions

Each of the named executive officers is party to a Change of Control Severance Agreement dated as of January 1, 2004 and expiring December 31, 2008. Under the terms of those agreements, the employee is entitled to receive certain payments in the event that there is a change of control during the term of agreement and such employee is either terminated (for reasons other than cause) or resigns for good reason. If the employee is terminated for cause or due to death or disability, he is not entitled to severance under the agreement. Provided the conditions for payment are met, employee is entitled to receive a lump sum amount equal to two years’ base salary, 24 months’ worth of COBRA coverage for medical insurance, executive level outplacement costs, and acceleration of unvested options (or other securities to which employee may have a right). For purposes of these agreements, “change in control” is defined to mean, in effect, either (i) a merger or consolidation of the company in which those who were shareholders immediately before the effective time of the merger or consolidation have less than 50% of the voting power of the new corporation or entity; (ii) a sale or disposition of all or substantially all of the company’s assets; or (iii) when any person (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) directly or indirectly owns more than 50% of the common stock of the company. As a condition to payment, the employee must enter into a written release of claims against the company.

The company chose the three change of control events to protect these key executives in the event of new ownership. Our executive team has helped to build this company over many years into what it is today. In recognition of the team’s contribution, and out of a sense of fairness, we believe it is appropriate to make provision for the executive team in advance, given that a new owner would not likely have any allegiance to the team. Further, these arrangements would give current management a disincentive to undercut an otherwise desirable merger.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402 (b) of Regulation S-K with management and, based on the review and discussions referred to in paragraph (e)(5)(i)(A) of that Item, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the registrant’s annual report on Form 10-K

Carl R. Soderlind, Chairman

Lawrence S. Clark, Member

John B. Miles, Member

EXECUTIVE COMPENSATION

The following table sets forth the aggregate cash and other compensation for services rendered for the year ended December 31, 2006 paid or awarded by the Company and its subsidiaries to the its Chief Executive Officer and certain highly compensated executive officers of the Corporation, whose aggregate remuneration exceeded $100,000 (the “named executive officers”).

SUMMARY COMPENSATION TABLE

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)	All Other Compen- sation ($)(1)	Total ($)
Eric G. Wintemute President and Chief Executive Officer	2006	480,774	300,000	—	—	—	—	55,794	836,568
James A. Barry Sr. V.P., CFO & Secretary/Treasurer	2006	212,000	150,000	—	—	—	—	25,392	387,392
Glen D. Johnson Sr. Vice President of AMVAC	2006	229,744	150,000	—	—	—	—	16,920	396,664
Christopher K. Hildreth Sr. Vice President of AMVAC	2006	246,317	125,000	—	—	—	—	31,712	403,029
Robert F. Gilbane President of GemChem	2006	220,000	100,000	—	—	—	—	22,438	342,438

(1) See table following for details of all other compensation.

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SUMMARY COMPENSATION TABLE –

ALL OTHER COMPENSATION

	Perquisites ($)		Tax Reimbursements ($)	Insurance Premiums ($)	Company Contributions to Defined Contribution Plans ($) (3)	Severance Payments / Accruals ($)	Change in Control Payments / Accruals ($)
Eric G. Wintemute	41,812	(1)	—	1,242	12,740	—	—
James A. Barry	8,604	(2)	—	2,322	14,466	—	—
Glen D. Johnson	11,928	(2)	—	1,242	3,750	—	—
Christopher K. Hildreth	13,800	(2)	—	1,242	16,670	—	—
Robert F. Gilbane	9,000	(2)	—	2,322	11,116	—	—

(1) Automobile allowance—$16,812, personal expense allowance—$25,000

(2) Automobile allowance

(3) Effective January 1, 2007, the Company matches employee contributions to its 401(k) savings plan dollar for dollar up to 5% of base salary not to exceed $11,250 per annum.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth the grant of plan-based awards for the year ended December 31, 2006 to the named executive officers. There were no grants of plan-based awards for the year ended December 31, 2006.

Name (a)	Grant Date (b)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards
		Threshhold ($ ) (c)	Target ($) (d)	Maximum ($) (e)	Threshhold ($) (f)	Target ($) (g)	Maximum ($) (h)
Eric G. Wintemute	N/A
James A. Barry	N/A
Glen D. Johnson	N/A
Christopher K. Hildreth	N/A
Robert F. Gilbane	N/A

GRANTS OF PLAN-BASED AWARDS (Continued)

	All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	All Other Option Awards: Number of Securities Underlying Options (#) (j)	Exercise or Base Price of Option Awards ($/Share) (k)	Grant Date Fair Value of Stock ($) (l)
Eric G. Wintemute	—	—	—	—
James A. Barry	—	—	—	—
Glen D. Johnson	—	—	—	—
Christopher K. Hildreth	—	—	—	—
Robert F. Gilbane	—	—	—	—

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table shows, with respect to the named executive officers, the number of shares covered by both exercisable and non-exercisable stock options as of December 31, 2006, with respect to options to purchase Common Stock of American Vanguard Corporation. The closing price of the Common Stock on December 29, 2006, the last trading day of American Vanguard’s fiscal year, was $15.90 per share.

	Option Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)		Option Expiration Date (f)
Eric G. Wintemute	360,000	90,000	—	$	3.67	12/31/2012
James A. Barry	80,000	—	—	$	1.76	09/07/2008
James A. Barry	54,000	18,000	—	$	3.94	03/21/2010
James A. Barry	24,000	16,000	—	$	8.10	12/15/2010
Glen D. Johnson	36,000	24,000	—	$	8.10	12/15/2010
Glen D. Johnson	187	—	—	$	14.74	09/13/2012
Christopher K. Hildreth	180,000	—	—	$	3.55	02/02/2010
Robert F. Gilbane	16,000	—	—	$	1.76	09/07/2008
Robert F. Gilbane	8,000	16,000	—	$	8.10	12/15/2010
Robert F. Gilbane	467	—	—	$	14.74	12/13/2012

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (continued)

	Stock Awards
Name (a)	Number of Shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (i)
Eric G. Wintemute	—	—	—	—
James A. Barry	—	—	—	—
Glen D. Johnson	—	—	—	—
Christopher K. Hildreth	—	—	—	—
Robert F. Gilbane	—	—	—	—

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OPTION EXERCISES AND STOCK VESTED

The following table shows, with respect to the named executive officers, the number of shares acquired on the exercise of stock options and the value realized (market price less exercise price) for the year ended December 31, 2006.

	Option Awards		Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
Eric G. Wintemute	—	—	—	—
James A. Barry	—	—	—	—
Glen D. Johnson	—	—	—	—
Christopher K. Hildreth	—	—	—	—
Robert F. Gilbane	80,000	1,191,600	—	—

PENSION BENEFITS

The following table sets forth the pension benefits payable to the named executive officers for the year ended December 31, 2006. This table is for illustrative purposes only as the Company currently does not provide this benefit to the named executive officers.

Name (a)	Plan Name (b)	Number of Years Credited Service (#) (c)	Present Value of Accumulated Benefit ($) (d)	Payments During Last Fiscal Year ($) (e)
Not Applicable	—	—	—	—

NON-QUALIFIED DEFERRED COMPENSATION

The following table sets forth the non-qualified deferred compensation benefits payable to the named executive officers for the year ended December 31, 2006. This table is for illustrative purposes only as the Company currently does not provide this benefit to the named executive officers.

Name (a)	Executive Contributions in Last Fiscal Year ($) (b)	Registrant Contributions in Last Fiscal Year ($) (c)	Aggregate Earnings in Last Fiscal Year ($) (d)	Aggregate Withdrawls/ Distributions ($) (e)	Aggregate Balance at Last Fiscal Year End ($) (e)
Not Applicable	—	—	—	—	—

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

The following table summarizes the estimated payments to be made to the Named Executive Officers in the event of a termination without cause or voluntary resignation for good reason after a change in control assuming, for illustration purposes, that such change in control had occurred on December 31, 2006.

	Salary ($)	COBRA Insurance Premiums ($)	Outplacement Services ($)	Accelerated Option Vesting ($) (1)	Total Change in Control Payments ($)
Eric G. Wintemute	1,004,000	24,000	25,000	—	1,053,000
James A. Barry	424,000	24,000	25,000	380,000	853,000
Glen D. Johnson	460,000	24,000	25,000	215,000	724,000
Christopher K. Hildreth	492,000	24,000	25,000	—	541,000
Robert F. Gilbane	440,000	24,000	25,000	143,000	632,000

(1) At current market price on March 5, 2007 of $17.07

DIRECTOR COMPENSATION

The following table summarizes compensation paid to the Director’s of the Company for the year ended December 31, 2006.

Name (a)	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compen-sation ($) (e)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) (f)	All Other Compen- sation ($) (g)	Total ($) (h)
Herbert A. Kraft	44,000	50,000	—	—	—	—	94,000
Glenn A. Wintemute	37,000	50,000	—	—	—	—	87,000
Eric G. Wintemute	—	—	—	—	—	—	—
Lawrence S. Clark	44,333	66,185	—	—	—	—	110,518
John B. Miles	52,000	50,000	—	—	—	—	102,000
Carl R. Soderlind	59,000	50,000	—	—	—	—	109,000
Irving J. Thau	67,500	50,000	—	—	—	—	117,500
Jay R. Harris	2,500	—	—	—	—	—	2,500

The Company has the following compensatory arrangements with the non-employee members of its Board of Directors:

Cash Compensation:

Effective as of January 1, each non-employee director of the Board of Directors is entitled to receive cash compensation for his or her services on the Board of Directors as follows:

• Quarterly retainer fee of $5,000 for services on the Board of Directors.

• Quarterly retainer fee of $2,500 for service as chairperson of the Audit Committee.

• Quarterly retainer fee of $1,250 for service as chairperson of the Compensation Committee or the Nominating and Corporate Governance Committee.

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• Attendance fee of $2,500 per meeting of the Board of Directors.

• Attendance fee of $1,000 per meeting of the committees of the Board of Directors, except that the Audit Committee chairperson will receive an attendance fee of $1,500 per Audit Committee meeting.

• Per diem fee of $2,000 for special assignments as determined from time to time by the Board of Directors.

Stock Awards:

In accordance with the terms and conditions of the Company’s Amended and Restated 1994 Stock Incentive Plan, as amended through May 12, 2005 (the “Plan”), each non-employee director of the Board of Directors is entitled to receive awards of Restricted Stock or Restricted Stock Units (as each term is defined in the Plan) of the Company’s Common Stock, par value $.10 (“Common Stock”), as follows:

• In connection with each non-employee director’s election or re-election to the Board of Directors, such director is entitled to receive an award that equals $50,000 (the “Stock Award”).

• If a person is appointed to the Board of Directors for any partial year (for example, due to a vacancy on the Board of Directors), such director will receive a pro rata portion of the Stock Award as determined by the Compensation Committee or the Board of Directors.

• Each Stock Award will be calculated based on the closing price of the Common Stock, as reported on the New York Stock Exchange or other national exchange on which the Common Stock is traded. No fractional share of any Stock Award will be issued; the value of such fractional share will be paid in cash.

• Each Stock Award will vest immediately in full upon grant.

The Company has entered into written indemnification agreements with each of its directors. The agreement is effective as of the first day of such person’s service as a director. The agreement provides for contractual indemnification obligations by the Company to the extent permitted by applicable law and the advancement of expenses in connection therewith. The agreement also provides that any legal action against a director must be brought within two years from the date of the accrual of such action or such shorter period as provided by law.

See “Description of Compensatory Arrangements Applicable to Non-Employee Directors for 2005” which was filed as Exhibit 10.1 to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on June 15, 2005.

Employee Contracts, Termination of Employment and Change of Control Arrangements

The Company and Eric G. Wintemute entered into a written employment agreement, dated as of January 15, 2003, pursuant to which Mr. Wintemute serves as the Company’s President and Chief Executive Officer. Mr. Wintemute’s annual base compensation is $435,000, with annual increases based on a percentage increase in the Consumer Price Index. Mr. Wintemute may receive a bonus in an amount as determined by the Board based on his performance against reasonable qualitative and quantitative benchmarks as determined by the Board. The agreement also provides Mr. Wintemute with certain additional benefits which are customary for executives at this level in the industry, including a car allowance of $1,500 per month and reimbursement of up to $25,000 for certain expenses. Mr. Wintemute’s agreement expires on December 31, 2007, provided that his employment may be earlier terminated for cause, disability or death. If the Company terminates Mr. Wintemute’s employment without cause and not due to disability or death, the Company shall pay to Mr. Wintemute an amount equal to his current annual base salary or his base salary due for the remainder of the term of the agreement, whichever is

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higher. If Mr. Wintemute dies during the term of the agreement, the Company will pay his designated beneficiary any amounts (including salary) and continue any benefits due to Mr. Wintemute under the agreement for 12 months after his death.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board for the year ended December 31, 2006 consisted of Messrs. Carl R. Soderlind, Lawrence S. Clark and John B. Miles. During 2006, no officer or employee of the Company served on the board of directors of any other entity, where any officer or director of such entity also served on the Company’s Board.

Related Person Transactions

John B. Miles, a current member of the Board and the Compensation Committee and the current chairperson of the Nominating and Corporate Governance Committee, is a partner in the law firm of McDermott Will & Emery LLP (“MWE”), which, among other firms, provides legal services to the Company. During FY2006, MWE, which has annual revenues in excess of $1 billion, provided legal services to the Company totaling approximately $470K. Please see Item 13 below.

ITEM  12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Common Stock Ownership of Certain Beneficial Owners

To the knowledge of the Company, the ownership of the Company’s outstanding Common Stock as of March 5, 2007 by persons who are beneficial owners of 5% or more of the outstanding Common Stock is set forth below.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(*)		Percent of Class
Herbert A. Kraft 4695 MacArthur Court Newport Beach, CA 92660	3,387,219	(1)	11.5	%
Glenn A. Wintemute 4695 MacArthur Court Newport Beach, CA 92660	2,017,626	(2)	6.9	%
St. Denis J. Villere & Company 210 Baronne Street New Orleans, LA 70112 (**)	3,009,024		10.3	%
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 (**)	2,357,464		8.0	%
Eric G. Wintemute 4695 MacArthur Court Newport Beach, CA 92660	1,527,547	(3)	5.2	%
Jay R. Harris 80 Pine Street New York, NY 10005 (**)	2,278,303	(4)	7.8	%

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(*) Beneficial ownership figures are adjusted for stock splits and stock dividends distributed to date, including the 4 for 3 stock split distributed April 17, 2006.

(**) Based on information reported to the SEC by or on behalf of such beneficial owner.

To the knowledge of the Company, the ownership of the Company’s outstanding Common Stock as of March 5, 2007, by persons who are directors and nominees for directors, the executive officers of the Company named in the Summary Compensation Table, and by all directors and officers as a group is set forth below. Unless otherwise indicated the Company believes that each of the persons set forth below has the sole power to vote and to dispose of the shares listed opposite his name.

Office (if any)	Name and Address Beneficial Owner	Amount and Nature of Beneficial Ownership(*)		Percent of Class
Co-Chairman	Herbert A. Kraft 4695 MacArthur Court Newport Beach, CA 92660	3,387,219	(1)	11.5	%
Co-Chairman	Glenn A. Wintemute 4695 MacArthur Court Newport Beach, CA 92660	2,017,626	(2)	6.9	%
Director, President & CEO	Eric G. Wintemute 4695 MacArthur Court Newport Beach, CA 92660	1,527,547	(3)	5.2	%
Director	Carl R. Soderlind 4695 MacArthur Court Newport Beach, CA 92660	90,227	(9)	—	(13)
Director	John B. Miles 4695 MacArthur Court Newport Beach, CA 92660	91,950	(10)	—	(13)
Director	Irving J. Thau 4695 MacArthur Court Newport Beach, CA 92660	40,472	(11)	—	(13)
Director	Lawrence S. Clark 4695 MacArthur Court Newport Beach, CA 92660	7,663	(12)	—	(13)
President (GEMCHEM)	Bob Gilbane 4695 MacArthur Court Newport Beach, CA 92660	423,976	(5)	1.4	%
Senior Vice President (AMVAC)	Glen D. Johnson 4695 MacArthur Court Newport Beach, CA 92660	113,719	(6)	—	(13)
Senior Vice President (AMVAC)	Christopher K. Hildreth 4695 MacArthur Court Newport Beach, CA 92660	183,537	(7)	—	(13)
Sr.V.P.,CFO & Secretary/Treasurer	James A. Barry 4695 MacArthur Court Newport Beach, CA 92660	181,999	(8)	—	(13)
Directors and Officers as a Group (11)		8,065,935		27.5	%

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(*) Beneficial ownership figures are adjusted for stock splits and stock dividends distributed to date, including the 4 for 3 stock split distributed April 17, 2006.

(1) Mr. Kraft owns all of his shares with his spouse in a family trust where he and his spouse are co-trustees, except as to 13,834 shares held in an Individual Retirement Account. This figure includes 29,040 shares of Common Stock Mr. Kraft is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007.

(2) Mr. Glenn Wintemute owns all of his shares with his spouse in a family trust where he and his spouse are co-trustees. This figure includes 29,040 shares of Common Stock Mr. Glenn Wintemute is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007.

(3) This figure includes 450,000 shares of Common Stock Mr. Eric Wintemute is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007. Mr. Wintemute shares voting and investment power with his spouse with respect to certain shares, including 139,360 shares of Common Stock owned by Mr. Wintemute’s minor children for whom Mr. Wintemute and his spouse are trustees or custodians and for which he disclaims beneficial ownership.

(4) This figure includes 1,052,194 shares of Common Stock Mr. Harris has either sole or shared voting or dispositive power for which he disclaims beneficial ownership.

(5) This figure includes 24,467 shares of Common Stock Mr. Gilbane is entitled to acquire pursuant to stock options exercisable within sixty days of the filing of this Annual Report.

(6) This figure includes 36,187 shares of Common Stock Mr. Johnson is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007.

(7) This figure includes 180,000 shares of Common Stock Mr. Hildreth is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007.

(8) This figure includes 176,000 shares of Common Stock Mr. Barry is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007.

(9) This figure includes 9,680 shares of Common Stock Mr. Soderlind is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007. Certain shares are held in a family trust where Mr. Soderlind and his spouse are co-trustees.

(10) This figure includes 29,040 shares of Common Stock Mr. Miles is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007. Certain shares are held in a family trust where Mr. Miles and his spouse are co-trustees and certain shares are held by Mr. Miles or his spouse in individual retirement accounts.

(11) This figure includes 33,880 shares of Common Stock Mr. Thau is entitled to acquire pursuant to stock options exercisable within sixty days of March 5, 2007.

(12) This figure includes 533 shares of Common Stock owned by Mr. Clark’s minor children for whom Mr. Clark and his spouse are trustees or custodians and for which he disclaims beneficial ownership.

(13) Under 1% of class.

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EQUITY COMPENSATION PLAN INFORMATION (1)

	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted- average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,951,217	$	6.13	901,739
Equity compensation plans not approved by security holders	—			—
Total	1,951,217			901,739

(1) As of December 31, 2006. Does not include the American Vanguard Corporation Employee Stock Purchase Plan (approved by security holders in June 2001). Under this plan an aggregate of 1,760,000 shares of Common Stock (as adjusted for stock splits) may be sold to eligible employees pursuant to the plan. The purchase price shall be equal to 85% of the fair market value of the Company’s Common Stock on the first day of the enrollment period or on the last day of the enrollment period, whichever is lower. There were 1,503,209 shares available for issuance under the Plan as of December 31, 2006.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

John B. Miles, a current member of the Board and the Compensation Committee and the current chairperson of the Nominating and Corporate Governance Committee, is a partner in the law firm of McDermott, Will & Emery LLP (“MWE”), which, among other firms, provides legal services to the Company. During FY2006, MWE, which has annual revenues in excess of $1 billion, provided legal services to the Company totaling approximately $470K. Mr. Herbert A. Kraft, Co-Chairman of the Board of Directors, is paid on an hourly basis to provide, as needed, information necessary to defend the Company relative to the DBCP lawsuits described in Item 3 herein. Total payments to Mr. Kraft in 2006 for these services totaled $46,187.

The board believes that, as a matter of policy, a significant majority of its members should be independent directors who (i) have no close family or similar relationship with a key member of management; (ii) are not significant advisors or consultants with the Company; (iii) do not have (and their companies do not have) significant contracts with the Company or its subsidiaries; and (iv) do not have any other relationship with the Company or its subsidiaries which, in the opinion of the board, would adversely affect a director’s ability to execise independent judgment as a director. Further, the Company will not retain a director or director’s firm to provide significant professional or financial services to the Company except in exceptional circumstances and only upon recommendation of Management and with the consent of a majority of the independent directors of the board. The Company has posted the preceding policy on its website under its Corporate Governance Guidelines. There were no related party transactions in 2006 that did not obtain this review and approval of the board. ,

It is the expectation and practice of the board that, in their roles as members of the board, all members will exercise their independent judgment diligently and in good faith and in the best interests of the Company and its stockholders as a whole, notwithstanding any member’s other activities or affiliations. The board currently consists of seven members. The board has determined that Messrs Irving J. Thau, Carl R. Soderlind, John B.

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Miles and Lawrence S Clark, who constitute a majority of the board, are “independent” in accordance with the applicable rules and listing standards of the New York Stock Exchange. All members of the Audit, Compensation and Nominating/Corporate Governance Committees are independent. The boa rd’s determination concerning independence was based upon information provided by the Company’s directors and discussions among the Company’s directors. The board will re-examine the independence of each of its members at least once per year and more frequently if there is any change in a member’s material relationship with the Company that would interfere with the member’s exercise of independent judgment.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee of American Vanguard Corporation appointed and the stockholders ratified BDO Seidman, LLP (“BDO”) as the Company’s independent registered public accounting firm for the year ended December 31, 2006.

Aggregate fees for professional services rendered to the Company by BDO for the years ended December 31, 2006 and 2005, were (in thousands):

	2006		2005
Audit	$	503	$	474
Tax		186		135
	$	689	$	609

Audit fees for 2006 and 2005 were for professional services rendered for the audits of the consolidated financial statements of the Company including the audit of management’s assessment of internal controls under Section 404 of the Sarbane’s Oxley Act, timely reviews of quarterly financial statements, consents, income tax provision procedures, and assistance with review of documents filed with the SEC.

Audit Related fees, if any, would primarily relate to assurance services, accounting consultations in connection with acquisitions, and consultations concerning financial accounting and reporting standards. There were none in 2006 and 2005.

Tax fees for 2006 and 2005 were for services related to tax compliance, including the preparation of tax returns and claims for refund, and tax planning and tax advice, including assistance with and representation in tax audits, advice related to acquisitions, and requests for technical advice from tax authorities.

Our Audit Committee has considered whether the provision of the non-audit services described above is compatible with maintaining our auditors’ independence and determined that such services are appropriate.

REPORT OF THE AUDIT COMMITTEE

The responsibilities of the Audit Committee, which are set forth in the Audit Committee Charter, include providing oversight to the Company’s financial reporting process through periodic meetings with the Company’s independent auditors and management to review accounting, auditing, internal controls and financial reporting matters. The management of the Company is responsible for the preparation and integrity of the financial reporting information and related systems of internal controls. The Audit Committee, in carrying out its role, relies on the Company’s senior management, including senior financial management, and its independent auditors.

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We have reviewed and discussed with senior management the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission. Management has confirmed to us that such financial statements (i) have been prepared with integrity and objectivity and are the responsibility of management and (ii) have been prepared in conformity with generally accepted accounting principles.

We have discussed with BDO Seidman, LLP, the Company’s independent auditors, the matters required to be discussed by SAS 61 (Communications with Audit Committee). SAS 61 requires our independent auditors to provide us with additional information regarding the scope and results of their audit of the Company’s financial statements, including with respect to (i) their responsibility under generally accepted auditing standards, (ii) significant accounting policies, (iii) management judgments and estimates, (iv) any significant audit adjustments, (v) any disagreements with management, and (vi) any difficulties encountered in performing the audit.

We have received from BDO Seidman, LLP, a letter providing the disclosures required by Independence Standards Board Standard No. 1. (Independence Discussions with Audit Committees) with respect to any relationships between BDO Seidman, LLP and the Company that in their professional judgment may reasonably be thought to bear on independence. BDO Seidman, LLP has discussed its independence with us, and has confirmed in such letter that, in its professional judgment, it is independent of the Company within the meaning of the federal securities laws.

Based on the review and discussions described above with respect to the Company’s audited financial statements, we have recommended to the Board of Directors that such financial statements be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. That is the responsibility of management and the Company’s independent auditors. In addition, it is not the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors, or to assure compliance with laws and regulations and the Company’s Code of Conduct and Ethics. In giving our recommendation to the Board of Directors, we have relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles, and (ii) the report of the Company’s independent auditors with respect to such financial statements.

AUDIT COMMITTEE

Irving J. Thau, Chair

Carl R. Soderlind

Lawrence S. Clark

March 9, 2007

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AND SUBSIDIARIES

PART IV

ITEM  15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

Index to Consolidated Financial Statements and Supplementary Data:

Description	Page No.
Financial Statements:
Report of Independent Registered Public Accounting Firm	55
Consolidated Balance Sheets as of December 31, 2006 and 2005	56
Consolidated Statements of Income for the Years Ended December 31, 2006, 2005, and 2004	57
Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2006, 2005 and 2004	58
Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005, and 2004	59
Summary of Significant Accounting Policies and Notes to Consolidated Financial Statements	61

(b) Exhibits:

The exhibits listed on the accompanying Index To Exhibits, page 72 are filed as part of this annual report.

(c) Valuation and qualifying accounts:

Schedule II-A—Valuation and Qualifying Accounts

Allowance for Doubtful Accounts Receivable (in thousands)

Fiscal Year Ended	Balance at Beginning of Period	Additions Charged to		Deductions		Balance at End of Period
		Costs and Expenses	Other
December 31, 2004	—	200				200
December 31, 2005	200	214				414
December 31, 2006	414			(64	)	350

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AMERICAN VANGUARD CORPORATION

AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAN VANGUARD CORPORATION

(Registrant)

By:	/s/    ERIC G. WINTEMUTE	By:	/s/    JAMES A. BARRY
	Eric G. Wintemute		James A. Barry
	President, Chief Executive Officer and Director		Senior Vice President, Chief Financial Officer and Secretary/Treasurer
	March 14, 2007		March 14, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

By:	/s/    HERBERT A. KRAFT	By:	/s/    GLENN A. WINTEMUTE
	Herbert A. Kraft		Glenn A. Wintemute
	Co-Chairman		Co-Chairman
	March 14, 2007		March 14, 2007
By:	/s/    JOHN B. MILES	By:	/s/    CARL R. SODERLIND
	John B. Miles		Carl R. Soderlind
	Director		Director
	March 14, 2007		March 14, 2007
By:	/s/    LAWRENCE S. CLARK	By:	/s/    IRVING J. THAU
	Lawrence S. Clark		Irving J. Thau
	Director		Director
	March 14, 2007		March 14, 2007

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

of American Vanguard Corporation

Newport Beach, California

We have audited the accompanying consolidated balance sheets of American Vanguard Corporation as of December 31, 2006 and 2005 and the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2006. We have also audited the schedule listed in the accompanying index. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Vanguard Corporation at December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of American Vanguard Corporation’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 14, 2007 expressed an unqualified opinion thereon.

Also, in our opinion, the schedule presents fairly, in all material respects, the information set forth therin.

As discussed in Note 1 to the consolidated financial statements, effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards 123(R), Share-Based Payment.

/s/ BDO Seidman, LLP

Los Angeles, California

March 14, 2007

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CONSOLIDATED BALANCE SHEETS

December 31, 2006 and 2005

(Dollars in thousands, except share and per share data)

	2006			2005
Assets
Current assets:
Cash	$	1,844		$	1,342
Receivables:
Trade, net of allowance for doubtful accounts of $350 and $414, respectively		75,158			58,955
Other		586			1,314
		75,744			60,269
Inventories		66,628			44,359
Prepaid expenses		1,354			848
Total current assets		145,570			106,818
Property, plant and equipment, net		36,652			34,339
Land held for development		211			211
Intangible assets		79,030			41,222
Other assets		913			637
	$	262,376		$	183,227
Liabilities and Stockholders’ Equity
Current liabilities:
Current installments of long-term debt	$	4,106		$	8,107
Accounts payable		15,688			28,392
Accrued program costs		17,893			18,954
Accrued expenses and other payables		4,794			6,067
Accrued royalty obligations		603			1,801
Income taxes payable		3,253			1,829
Total current liabilities		46,337			65,150
Long-term debt, excluding current installments		93,761			34,367
Deferred income taxes		1,401			1,262
Total liabilities		141,499			100,779
Commitments and contingent liabilities (Notes 2, 5, 7 and 9)
Stockholders’ equity:
Preferred stock, $.10 par value per share; authorized 400,000 shares; none issued		—			—
Common stock, $.10 par value per share; authorized 40,000,000 shares; issued 28,354,322 shares in 2006 and 26,614,607 shares in 2005		2,835			2,661
Additional paid-in capital		34,821			9,900
Accumulated other comprehensive loss		(148	)		(198	)
Retained earnings		86,114			72,830
		123,622			85,193
Less treasury stock, at cost, 2,226,796 shares in 2006 and 2005		(2,745	)		(2,745	)
Total stockholders’ equity		120,877			82,448
	$	262,376		$	183,227

See summary of significant accounting policies and notes to consolidated financial statements.

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2006, 2005 and 2004

(Dollars in thousands, except share and per share data)

	2006			2005			2004
Net sales	$	193,771		$	189,796		$	150,855
Cost of sales		111,413			104,117			78,597
Gross profit		82,358			85,679			72,258
Operating expenses		53,142			53,412			47,300
Operating income		29,216			32,267			24,958
Interest expense		3,382			1,720			1,310
Interest income		(30	)		(29	)		(13	)
Interest capitalized		(658	)		(363	)		(72	)
Income before provision for income taxes		26,522			30,939			23,733
Income taxes		11,074			11,937			9,256
Net income	$	15,448		$	19,002		$	14,477
Earnings per common share—basic	$	0.60		$	0.78		$	0.60
Earnings per common share—assuming dilution	$	0.57		$	0.74		$	0.57
Weighted average shares outstanding—basic		25,933,650			24,344,179			23,951,195
Weighted average shares outstanding—assuming dilution		27,186,369			25,758,740			25,556,600

See summary of significant accounting policies and notes to consolidated financial statements.

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AMERICAN VANGUARD CORPORATION

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

Years ended December 31, 2006, 2005 and 2004

(Dollars in thousands, except per share data)

	Common Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income			Comprehensive Income		Treasury Stock
	Shares	Amount												Shares	Amount			Total
Balance, December 31, 2003	26,038,441	$	2,604	$	8,305	$	42,076		$	(207	)		—	2,199,681	$	(2,444	)	$	50,334
Stocks issued under ESPP	22,501		2		186		—			—			—	—		—			188
Cash dividends on common stock ($0.065 per share)	—		—		—		(1,175	)		—			—	—		—			(1,175	)
Foreign currency translation adjustment, net	—		—		—		—			—			—	—		—			—
Treasury stock acquired	—		—		—		—			—			—	27,115		(301	)		(301	)
Stock options exercised	422,109		42		407		—			—			—	—		—			449
Net income	—		—		—		14,477			—			14,477	—		—			14,477
Total comprehensive income	—		—		—		—			—		$	14,477	—		—			—
Balance, December 31, 2004	26,483,051		2,648		8,898		55,378			(207	)		—	2,226,796		(2,745	)		63,972
Stocks issued under ESPP	41,169		4		536		—			—			—	—		—			540
Cash dividends on common stock ($0.085 per share)	—		—		—		(1,550	)		—			—	—		—			(1,550	)
Foreign currency translation adjustment, net	—		—		—		—			9			9	—		—			9
Stock options exercised	90,387		9		466		—			—			—	—		—			475
Net income	—		—		—		19,002			—			19,002	—		—			19,002
Total comprehensive income	—		—		—		—			—		$	19,011	—		—			—
Balance, December 31, 2005	26,614,607		2,661		9,900		72,830			(198	)		—	2,226,796		(2,745	)		82,448
Stocks issued under ESPP	42,115		4		582		—			—			—	—		—			586
Cash dividends on common stock ($0.0825 per share)	—		—		—		(2,164	)		—			—	—		—			(2,164	)
Foreign currency translation adjustment, net	—		—		—		—			50			50	—		—			50
Private equity offering	1,385,970		139		22,395		—			—			—	—		—			22,534
FAS 123(R) expense	—		—		984		—			—			—	—		—			984
Stock options exercised and grants of restricted stock units	311,630		31		960		—			—			—	—		—			991
Net income	—		—		—		15,448			—			15,448	—		—			15,448
Total comprehensive income	—		—		—		—			—		$	15,498	—		—			—
Balance, December 31, 2006	28,354,322	$	2,835	$	34,821	$	86,114		$	(148	)		—	2,226,796	$	(2,745	)	$	120,877

See summary of significant accounting policies and notes to consolidated financial statements.

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AMERICAN VANGUARD CORPORATION

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2006, 2005 and 2004

(Dollars in thousands)

	2006			2005			2004
Increase (decrease) in cash
Cash flows from operating activities:
Net income	$	15,448		$	19,002		$	14,477
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of property, plant and equipment		4,745			4,965			4,042
Amortization of other assets		1,929			2,051			1,758
Stock-based compensation expense related to stock options, employee stock purchases and directors’ fees		984			—			—
Deferred income taxes		139			243			(1,053	)
Changes in assets and liabilities associated with operations:
Increase in net receivables		(15,475	)		(31,964	)		(108	)
Increase in inventories		(22,269	)		(724	)		(10,246	)
(Increase) decrease in prepaid expenses		(506	)		767			(422	)
Increase (decrease) in accounts payable		(12,704	)		15,456			(46	)
Increase (decrease) in other payables and accrued expenses		(2,108	)		8,953			7,008
Net cash (used in) provided by operating activities		(29,817	)		18,749			15,410
Cash flows from investing activities:
Capital expenditures		(7,058	)		(13,186	)		(8,483	)
Acquisitions of intangible assets		(39,737	)		(22,112	)		(2,612	)
Net decrease (increase) in other non-current assets		(276	)		67			29
Net cash used in investing activities		(47,071	)		(35,231	)		(11,066	)
Cash flows from financing activities:
Net (repayments) borrowings under line of credit agreement		30,500			3,000			(12,200	)
Proceeds from issuance of long-term debt		60,000			20,000			12,065
Payments on long-term debt and capital lease obligations		(35,107	)		(5,107	)		(3,800	)
Proceeds from the issuance of common stock		24,111			1,015			637
Purchase of treasury stock		—			—			(301	)
Payment of cash dividends		(2,164	)		(1,550	)		(1,175	)
Net cash provided by (used in) financing activities		77,340			17,358			(4,774	)
Net increase (decrease) in cash		452			876			(430	)
Cash at beginning of year		1,342			457			887
Effect of exchange rate changes on cash		50			9			—
Cash at end of year	$	1,844		$	1,342		$	457
Supplemental cash flow information:
Cash paid during the year for:
Interest	$	2,992		$	1,580		$	1,090
Income taxes	$	9,472		$	11,552		$	9,402

See summary of significant accounting policies and notes to consolidated financial statements.

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AMERICAN VANGUARD CORPORATION

AND SUBSIDIARIES

Supplemental schedule of non-cash investing and financing activities:

On March 23, 2006, the Company announced that the Board of Directors declared a 4 for 3 stock split and a cash dividend of $0.07 per share ($0.0525 as adjusted for the 4 for 3 stock split). Both dividends were distributed on April 17, 2006 to stockholders of record at the close of business on April 3, 2006. The cash dividend was paid on the number of shares outstanding prior to the 4 for 3 stock split. Stockholders entitled to fractional shares resulting from the stock split received cash in lieu of such fractional share based on the closing price of the Company’s stock on April 3, 2006.

On March 21, 2005, the Company announced that the Board of Directors declared a 2 for 1 stock split (100% stock dividend) and a cash dividend of $.11 per share ($.055 as adjusted for the stock split). Both dividends were distributed on April 15, 2005 to stockholders of record at the close of business on March 29, 2005. The cash dividend was paid on the number of shares outstanding prior to the 2 for 1 split. Stockholders entitled to fractional shares resulting from the stock split received cash in lieu of such fractional share based on the closing price of the Company’s stock on March 29, 2005.

On March 16, 2004, the Company announced that the Board of Directors declared a cash dividend of $.12 per share ($.08) as adjusted for a 3 for 2 stock split) as well as a 3 for 2 stock split. Both the cash dividend and stock split were distributed on April 16, 2004 to stockholders of record at the close of business on March 26, 2004. The cash dividend was paid on the number of shares outstanding prior to the 3 for 2 stock split. Stockholders entitled to fractional shares resulting from the stock split received cash in lieu of such fractional share based on the closing price of the Company’s common stock on March 26, 2004.

See summary of significant accounting policies and notes to consolidated financial statements.

60

AMERICAN VANGUARD CORPORATION

AND SUBSIDIARIES

(Dollars in thousands, except per share data)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2006, 2005 and 2004

Description of Business and Basis of Consolidation

The Company is primarily a specialty chemical manufacturer that develops and markets safe and effective products for agricultural and commercial uses. The Company manufactures and formulates chemicals for crops, human and animal protection. The consolidated financial statements include the accounts of American Vanguard Corporation (“Company”) and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company operates within a single operating segment.

Based on similar economic and operational characteristics, the Company’s business is aggregated into one reportable segment. Selective enterprise information is as follows:

	2006		2005		2004
Net sales:
Crop	$	162,447	$	157,327	$	122,498
Non-crop		31,324		32,469		28,357
	$	193,771	$	189,796	$	150,855

The Company’s subsidiary, GemChem, Inc., procures certain raw materials used in the Company’s manufacturing operations and is also a distributor of various pharmaceutical and nutritional supplement products.

Because of elements inherent to the Company’s business, such as differing and unpredictable weather patterns, crop growing cycles, changes in product mix of sales and ordering patterns that may vary in timing, measuring the Company’s performance on a quarterly basis (gross profit margins on a quarterly basis may vary significantly) even when such comparisons are favorable, is not as good an indicator as full-year comparisons.

Cost of Goods Sold

In addition to normal centers (i.e., direct labor, raw materials) of cost of goods sold, the Company includes such cost centers as Health and Safety, Environmental, Maintenance and Quality Control in cost of goods sold.

Other Than Cost of Goods Sold—Operating Expenses

Operating expenses include such cost centers as Selling, General and Administrative, Research and Product Development, Regulatory/Registration, Freight, Delivery and Warehousing in operating expenses.

Freight, Delivery and Warehousing Expense

Freight, delivery and warehousing costs incurred by the Company are reported as operating expenses. All amounts billed to a customer in a sales transaction related to freight, delivery and warehousing are recorded as a reduction in operating expenses. Freight, delivery and warehousing costs were $15,939 in 2006, $11,715 in 2005 and $9,676 in 2004.

Advertising Expense

The Company expenses advertising costs in the period incurred. Advertising expenses, which include promotional costs, is recognized in operating costs (specifically in selling expenses) in the consolidated statements of income and were $1,270 in 2006, $1,044 in 2005 and $703 in 2004.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.

The components of inventories consist of the following:

	2006		2005
Finished products	$	58,060	$	40,166
Raw materials		8,568		4,193
	$	66,628	$	44,359

Long-lived Assets

The carrying values of long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Measurement of the impairment loss is based on the fair value of the asset. Generally, fair value will be determined using valuation techniques such as the present value of expected future cash flows. Substantially all of the Company’s long-lived assets are held domestically. There was no impairment for the years ended December 31, 2006, 2005 and 2004.

Revenue Recognition

Revenue from sales is recognized at the time title and the risks of ownership passes. This is when the customer has made the fixed commitment to purchase the goods, the products are shipped per the customers’ instructions, the sales price is determinable, and collection is reasonably assured.

Programs

The Company has adopted Emerging Issues Task Force Issue No. 01-9, Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products (“EITF 01-9”). In accordance with EITF 01-9, the Company is required to classify certain payments to its customers as a reduction of sales. The Company engages in various customer programs. The Company accounts for these programs as operating expenses or as a reduction in sales in accordance with EITF 01-9.

Property, Plant and Equipment and Depreciation

Property, plant and equipment includes the cost of land, buildings, machinery and equipment, office furniture and fixtures, automobiles, and construction projects and significant improvements to existing plant and equipment. Interest costs related to significant construction projects may be capitalized at the Company’s weighted average cost of capital. Expenditures for maintenance and minor repairs are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. All plant and equipment is depreciated using the straight-line method, utilizing estimated useful property lives. Building lives range from 10 to 30 years; machinery and equipment lives range from 3 to 15 years; office furniture and fixtures lives range from 3 to 10 years, automobile lives range from 3 to 6 years; construction projects and significant improvements to existing plant and equipment lives range from 3 to 15 years when placed in service.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, have been translated at year end exchange rates and profit and loss accounts have been translated using weighted average yearly exchange rates. Adjustments resulting from translation have been recorded in the equity section of the balance sheet as cumulative translation adjustments in other comprehensive loss.

The effect of foreign currency exchange gains and losses on transactions that are denominated in currencies other than the entity’s functional currency are remeasured into the functional currency using the end of the period exchange rates. The effects of foreign currency transactions are included in current profit and loss accounts and are immaterial.

The Company had total comprehensive income of $15,498, $19,011 and $14,477 for the years ended December 31, 2006, 2005 and 2004, respectively, which include foreign currency gains of $50, $9 and $0 for the years ended December 31, 2006, 2005 and 2004, respectively.

Fair Value of Financial Instruments

The carrying values of cash, receivables and accounts payable approximate their fair values because of the short maturity of these instruments.

The fair value of the Company’s long-term debt and note payable to bank is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities. Such fair value approximates the respective carrying values of the Company’s long-term debt and note payable to bank.

Income Taxes

The Company uses the asset and liability method to account for income taxes, including recognition of deferred tax assets for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax bases. Income tax expense is recognized currently for taxes payable. The Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change.

Per Share Information

Statement of Financial Accounting Standards (“SFAS”) No. 128, Earnings Per Share (“EPS”) requires dual presentation of basic EPS and diluted EPS on the face of all income statements. Basic EPS is computed as net income divided by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects potential dilution that could occur if securities or other contracts, which, for the Company, consists of options to purchase shares of the Company’s common stock are exercised.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The components of basic and diluted earnings per share were as follows:

	2006		2005		2004
Numerator:
Net income	$	15,448	$	19,002	$	14,477
Denominator:
Weighted averages shares outstanding		25,934		24,344		23,951
Assumed exercise of stock options		1,252		1,415		1,606
		27,186		25,759		25,557

The effect of options to purchase 34,280 for the year ended December 31, 2004 were excluded from the computation of earnings per dilutive share. The impact of such common stock equivalents are excluded from the calculation of net income per share on a diluted basis as their effect is anti-dilutive. There were no anti-dilutive common stock equivalents for the years ended December 31, 2006 and 2005.

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses at the date that the financial statements are prepared. Actual results could differ from those estimates.

Reclassifications

Certain prior years amounts have been reclassified to conform to the current year’s presentation.

Goodwill and Other Intangible Assets

The primary identifiable intangible assets of the Company relate to product rights associated with its product acquisitions. The Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” Under the provisions of SFAS No. 142, identifiable intangibles with finite lives are amortized and those with indefinite lives are not amortized. The estimated useful life of an identifiable intangible asset to the Company is based upon a number of factors including the effects of demand, competition, and expected changes in the marketability of the Company’s products. The Company tests identifiable intangible assets for impairment at least annually, relying on a number of factors including operating results, business plans and future cash flows. Identifiable intangible assets that are subject to amortization are evaluated for impairment using a process similar to that used to evaluate elements of property. The impairment test for identifiable intangible assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss, if any, is recognized for the amount by which the carrying value exceeds the fair value of the asset. Fair value is typically estimated using a discounted cash flow analysis, which requires the Company to estimate the future cash flows anticipated to be generated by the particular asset(s) being tested for impairment as well as selecting a discount rate to measure the present value of the anticipated cash flows. When determining future cash flow estimates, the Company considers historical results adjusted to reflect current and anticipated operating conditions. Estimating future cash flows requires significant judgment by the Company in such areas as future economic conditions, industry-specific conditions, product pricing and necessary capital expenditures. The use of different assumptions or estimates for future cash

64

AMERICAN VANGUARD CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

flows could produce different impairment amounts (or none at all) for long-lived assets, goodwill and identifiable intangible assets.

Stock-Based Compensation

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Employee Stock Purchase Plan (“employee stock purchases”) based on estimated fair values. SFAS 123(R) supersedes the Company’s previous accounting under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) for periods beginning in fiscal 2006. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (“SAB 107”) relating to SFAS 123(R). The Company has applied the provisions of SAB 107 in its adoption of SFAS 123(R).

The Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of January 1, 2006, the first day of the Company’s fiscal year 2006. The Company’s Consolidated Financial Statements as of and for the year ended December 31, 2006 reflect the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R). Stock-based compensation expense recognized under SFAS 123(R) for the year ended December 31, 2006 was $984. Stock based compensation expense recognized consisted of the following:

	Year Ended December 31, 2006
Expense related to employee stock options	$	576
Expense related to director stock awards		316
Expense related to employee stock purchases		92
Total SFAS 123(R) expense	$	984

The impact of adopting SFAS 123(R) for year ended December 31, 2006 was a reduction of $0.01 per share on a diluted basis.

SFAS 123(R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statement of Operations. Prior to the adoption of SFAS 123(R), the Company accounted for stock-based awards to employees and directors using the intrinsic value method in accordance with APB 25 as allowed under Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”). Under the intrinsic value method, no stock-based compensation expense had been recognized in the Company’s Consolidated Statement of Operations, other than as related to acquisitions and investments, because the exercise price of the Company’s stock options granted to employees and directors equaled the fair market value of the underlying stock at the date of grant.

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Stock-based compensation

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expense recognized in the Company’s Consolidated Statement of Operations for the year ended December 31, 2006 included compensation expense for share-based payment awards granted prior to, but not yet vested as of December 31, 2005 based on the grant date fair value estimated in accordance with the pro forma provisions of SFAS 123 and compensation expense for the share-based payment awards granted subsequent to December 31, 2005 based on the grant date fair value estimated in accordance with the provisions of SFAS 123(R). In conjunction with the adoption of SFAS 123(R), the Company changed its method of attributing the value of stock-based compensation to expense from the accelerated multiple-option approach to the straight-line single option method. Compensation expense for all share-based payment awards granted on or prior to December 31, 2005 will continue to be recognized using the accelerated multiple-option approach while compensation expense for all share-based payment awards granted subsequent to December 31, 2005 is recognized using the straight-line single-option method. Stock-based compensation expense recognized in the Consolidated Statement of Operations for periods subsequent to December 31, 2005 has not been reduced for forfeitures as estimated forfeitures are anticipated to be immaterial. Instead forfeitures are being recognized as they occur. SFAS 123(R) requires forfeitures to be estimated, if material, at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In the Company’s pro forma information required under SFAS 123 for the periods prior to fiscal 2006, the Company accounted for forfeitures as they occurred.

As of December 31, 2006, the Company had approximately $363 of unamortized stock-based compensation expenses, which will be recognized over the weighted-average period of 1.5 years. This projected expense will change if any stock options are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures.

Upon adoption of SFAS 123(R), the Company continued its method of valuation for share-based awards granted beginning in fiscal 2006 based on the Black-Scholes option-pricing model (“Black-Scholes model”) which was previously used for the Company’s pro forma information required under SFAS 123 using the following weighted average assumptions:

	2006	2005		2004
Risk free interest rate	N/A	4.7	%	3.6	%
Dividend yield	N/A	0.26	%	0.26	%
Volatility factor	N/A	38	%	38	%
Weighted average life (years)	N/A	1-5 years		1-5 years

The weighted average fair value on the date of grant for options granted during 2005 and 2004 was $5.20 and $5.81, respectively. There were no options granted during the year ended December 31, 2006.

The expected volatility and expected life assumptions are highly complex and subjective variables. The variables take into consideration, among other things, actual and projected employee stock option exercise behavior. The Company estimates expected term using the “safe harbor” provisions of SAB 107. The Company used historical volatility as a proxy for estimating expected volatility.

On November 10, 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. FAS 123(R)-3 “Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards.” The Company has elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS 123(R).

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Pro Forma Information under SFAS 123 for the years ended December 31, 2005 and 2004 (periods prior to fiscal 2006) is as follows: (amounts in thousands, except for per share data)

	2005			2004
Net income attributable to common stockholders	$	19,002		$	14,477
Stock-based employee compensation expense included in reported net income, net of related tax effects		-0-			-0-
Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(589	)		(600	)
Pro forma	$	18,413		$	13,877
Earnings per common share—basic, as reported	$	0.78		$	0.60
Pro forma	$	0.76		$	0.58
Earnings per common share—diluted, as reported	$	0.74		$	0.57
Pro forma	$	0.71		$	0.54

Recently Issued Accounting Guidance

In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, which provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS No. 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for the Company as of January 1, 2008. We have not completed our evaluation of SFAS No. 159 but do not expect the adoption of SFAS No. 159 to have a material effect on our operating results or financial position.

In November 2006, the FASB issued FASB Staff Position No. EITF 00-19-2, “Accounting for Registration Payment Arrangements”, which specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured. Additionally, this guidance further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable GAAP without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years. The Company is currently evaluating the impact of EITF 00-19-2 on the consolidated financial statements.

In September 2006, the SEC Staff issued Staff Accounting Bulletin No. 108 (“SAB No. 108”), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, which addresses how the effects of prior-year uncorrected misstatements should be considered when quantifying misstatements in current-year financial statements. SAB No. 108 will require companies to quantify misstatements using both the balance sheet and income statement approaches to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. When the initial adoption is determined to be material, SAB No. 108 allows companies to record that effect as a cumulative

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effect adjustment to beginning-of-the-year retained earnings. The accounting provisions of SAB No. 108 are effective for the Company’s fiscal year ending December 31, 2006. The Company has determined that the effect of the adoption of SAB No. 108 did not have a material effect on the consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. The statement requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. This statement is effective as of the end of the fiscal year ending after December 15, 2006. The adoption of SFAS 158 did not have a material impact on the consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not currently believe that the adoption of SFAS 157 will have a material impact on the consolidated financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (“FIN 48”) an interpretation of FASB Statement No. 109, Accounting for Income Taxes. FIN 48 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not (i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Upon adoption, the cumulative effect of applying the recognition and measurement provisions of FIN 48, if any, shall be reflected as an adjustment to the opening balance of retained earnings. FIN 48 requires that subsequent to initial adoption a change in judgment that results in subsequent recognition, derecognition or change in a measurement of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the period in which the change occurs. Currently, we record such changes in judgment, including audit settlements, as a component of the Company’s income tax provision. Thus, the Company’s reported quarterly income tax rate may become more volatile upon adoption of FIN 48. This change will not impact the manner in which we record income tax expense on an annual basis. FIN 48 also requires expanded disclosures including identification of tax positions for which it is reasonably possible that total amounts of unrecognized tax benefits will significantly change in the next twelve months, a description of tax years that remain subject to examination by major tax jurisdiction, a tabular reconciliation of the total amount of unrecognized tax benefits at the beginning and end of each annual reporting period, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate and the total amounts of interest and penalties recognized in the statements of operations and financial position. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact of this standard on its Consolidated Financial Statements.

In March 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 156, Accounting for Servicing of Financial Assets—an amendment of FASB Statement No. 140 (SFAS 156). SFAS 156 requires recognition of a servicing asset or liability at fair value each time an obligation is undertaken to service a financial asset by entering into a servicing contract. SFAS 156 also provides guidance on subsequent measurement methods for each class of servicing assets and liabilities an specifies financial statement presentation and disclosure requirements. This statement is effective for fiscal years beginning after September 15, 2006. The Company is currently evaluating the impact of SFAS 156 on the consolidated financial statements.

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(1) Property, Plant and Equipment

Property, plant and equipment at December 31, 2006 and 2005 consists of the following:

	2006		2005		Estimated useful lives
Land	$	2,441	$	2,441
Buildings and improvements		6,699		5,202	10 to 30 years
Machinery and equipment		58,529		47,814	3 to 15 years
Office furniture, fixtures and equipment		4,853		3,685	3 to 10 years
Automotive equipment		209		209	3 to 6 years
Construction in progress		7,418		13,739
		80,149		73,090
Less accumulated depreciation		43,497		38,751
	$	36,652	$	34,339

(2) Long-Term Debt

Long-term debt of the Company at December 31, 2006 and 2005 is summarized as follows (amounts in thousands):

	2006		2005
Note payable, secured by certain real property, payable in monthly installments of $9, plus interest (7.35% as of December 31, 2006) with remaining unpaid principal due April 1, 2011 (a)	$	2,367	$	2,474
Term loan, secured by personal property, payable in quarterly principal installments of $1,000 plus interest (7.93% as of December 31, 2006) through December 31, 2009 and $2,000 plus interest thereafter with remaining unpaid principal due December 15, 2013 (b)		60,000		35,000
Revolving line of credit (interest rate of 7.69% at December 31, 2006) (b)		35,500		5,000
		97,867		42,474
Less current installments		4,106		8,107
	$	93,761	$	34,367

Approximate principal payments on long-term debt mature as follows:

2007	$	4,106
2008		4,106
2009		4,106
2010		8,106
2011		43,606
Thereafter		33,837
	$	97,867

(a) This note payable, secured by certain real property, was refinanced effective March 19, 2004.

(b) In December 2006, the Company entered into a Credit Agreement with a syndicate of commercial lenders led by the Company’s primary bank as the administrative agent and a lender along with six other banks, for a $165,000 secured credit facility. This credit facility replaced the Company’s previous Amended and Restated Credit Agreement with its primary bank and syndicate of other commercial lenders. The new credit

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facility consists of a $75,000 revolving line of credit, $60,000 term loan and an accordion term feature of $30,000. These loans bear interest at the prime rate (“Prime Rate Loans”), or at the Company’s option, a fixed rate of interest offered by the Bank (such as adjusted LIBOR rate plus certain margins, in each case dependent on certain debt ratios (“Eurodollar Rate Loans”)). The principal payments of the term loan are payable in equal quarterly installments of $1,000 on or before the last business day of each March, June, September and December, commencing March 31, 2007 through December 31, 2009, and in equal quarterly installments of $2,000 on or before the last business day of each March, June, September and December, commencing March 31, 2010 through September 30, 2013. One final installment in the amount necessary to repay the remaining outstanding principal balance of the term loan is due in full on the maturity date. Interest accruing on Prime Rate Loans is payable monthly. Interest accruing on the Eurodollar Rate Loans are payable on the last day of the interest period, provided that, with an interest period longer than three months, interest is payable on the last day of each three-month period after the commencement of such interest period. The senior secured revolving line of credit matures on December 15, 2011 and term loan matures on December 15, 2013. These loans contain certain covenants (with which the Company is in compliance) as defined in the agreement. The Company had $39,500 of availability under its revolving line of credit as of December 31, 2006.

Substantially all of the Company’s assets not otherwise specifically pledged as collateral on existing loans and capital leases are pledged as collateral under the credit agreement.

The average amount outstanding of the senior secured revolving line of credit during the years ended December 31, 2006 and 2005 was $26,573 and $10,055. The weighted average interest rate during the years ended December 31, 2006 and 2005 was 7.07% and 5.63%.

(3) Income Taxes

The components of income tax expense are:

	2006		2005			2004
Current:
Federal	$	8,596	$	9,626		$	8,391
State		2,178		2,554			1,918
Foreign		161		—			—
Deferred:
Federal		42		(320	)		(959	)
State		97		77			(94	)
	$	11,074	$	11,937		$	9,256

Total income tax expense differed from the amounts computed by applying the U.S. Federal income tax rate of 35% to income before income tax expense as a result of the following:

	2006		2005			2004
Computed tax provision at statutory Federal rates	$	9,283	$	10,829		$	8,307
Increase (decrease) in taxes resulting from:
State taxes, net of Federal income tax benefit		1,350		1,575			1,241
Other expenses		441		(467	)		(222	)
Benefit of tax credits		—		—			(70	)
	$	11,074	$	11,937		$	9,256

In 2006 the Company recorded an additional non-recurring $353 income tax expense. This adjustment increased the Company’s 2006 effective tax rate by 1.3% to 41.7% compared to 38.6% in 2005.

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Temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities that give rise to significant portions of the net deferred tax liability at December 31, 2006 and 2005 relate to the following:

	2006			2005
Current:
Inventories	$	968		$	702
State income taxes		324			504
Vacation pay accrual		199			182
Accrued bonuses		549			—
Other		150			291
Net deferred tax asset		2,190			1,679
Non-Current:
Plant and equipment, principally due to differences in depreciation and capitalized interest		(3,591	)		(2,941	)
Net deferred tax liability		(3,591	)		(2,941	)
Total net deferred tax liability	$	(1,401	)	$	(1,262	)

The Company believes it is more likely than not that the deferred tax assets above will be realized in the normal course of business. Undistributed earnings of foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no provision for United States federal and state income taxes has been provided thereon. Upon distribution of earnings in the form of dividends or otherwise, the Company would be subject to both United States income taxes (subject to adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred United States income tax liability is not practicable because of the complexities associated with its hypothetical calculation.

(4) Litigation and Environmental

DBCP LAWSUITS

I. DBCP Litigation

AMVAC and/or the Company have been named or otherwise implicated in a number of lawsuits concerning injuries allegedly arising from either contamination (of water supplies) or personal exposure to 1,2-dibromo-3-chloropropane (“DBCP”). A summary of these actions follows:

A. Hawaii Matters

AMVAC and the Company were served with complaints in February 1997. The actions were filed in the Circuit Court of the Second Circuit, State of Hawaii entitled Board of Water Supply of the County of Maui v. Shell Oil Co., et. al. The suit named as defendants the Company, AMVAC, Shell Oil Company, The Dow Chemical Company, Occidental Chemical Company, Occidental Petroleum Corporation, Occidental Chemical Corporation, and Brewer Environmental Industry, Inc. Maui Pineapple Company was joined as a cross-defendant. The Complaint alleged that between two and four of the Board’s wells had been contaminated with DBCP in excess of the maximum contaminant level (“MCL”). In addition, the Board of Water Supply contended that future wells may exceed the MCL level and would need remediation. On August 2, 1999, a global settlement was reached, which included the remediation of the existing contaminated wells in addition to the installation of filtration devices on other wells for the next forty years on the island of Maui. The cash settlement was three

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million dollars ($3,000,000) of which AMVAC’s (and the Company’s) portion was five hundred thousand dollars ($500,000). The settlement agreement obligates the defendants to pay for the installation of filtration devices on other wells that become contaminated later and for the ongoing operation and maintenance of the filtration devices for up to forty years. The annual costs of operation and maintenance per well is estimated to be approximately sixty-nine thousand dollars ($69,000), to be adjusted annually by the consumer price index. The obligations of the defendants under this agreement are secured by a twenty million-dollar letter of credit obtained by Dow Chemical. In connection with the settlement, in October 2005, AMVAC paid for a share of a permanent filtration system in the amount of $222,198.

In October 1997, AMVAC was served with a Complaint(s) in which it was named as a defendant, filed in the Circuit Court, First Circuit, State of Hawaii and in the Circuit Court of the Second Circuit, State of Hawaii (two identical suits, one in Oahu and one in Maui) entitled Patrickson, et. al. v. Dole Food Co., et. al (“Patrickson Case”) alleging damages sustained from injuries caused by plaintiffs’ exposure to DBCP while applying the product in their native countries. Other named defendants are: Dole Food Co., Dole Fresh Fruit, Dole Fresh Fruit International, Pineapple Growers Association of Hawaii, Shell Oil Company, Dow Chemical Company, Occidental Chemical Corporation, Standard Fruit Company, Standard Fruit & Steamship, Standard Fruit Company De Costa Rica, Standard Fruit Company De Honduras, Chiquita Brands, Chiquita Brands International, Martrop Trading Corporation, and Del Monte Fresh Produce. (American Vanguard Corporation has not been sued in these actions.) The ten named plaintiffs are citizens of four countries—Guatemala, Costa Rica, Panama, and Ecuador. Punitive damages are sought against each defendant. The plaintiffs were banana workers and allege that they were exposed to DBCP in applying the product in their native countries. The case was also filed as a class action on behalf of other workers so exposed in these four countries. The plaintiffs” allege sterility and other injuries. The suits were removed to federal court and for the last several years, the focus of the case has been on procedural issues, including the dismissal of the case based on the doctrine of forum non conveniens. This doctrine would require the plaintiffs to pursue their claims in their native countries. On April 22, 2003, the United States Supreme Court issued a decision on the procedural posture of the case, holding there was no jurisdiction in federal court and remanded the case to state court. Starting in early 2004, there had been no activity in the case for about two years. However, a status conference was held on June 1, 2006 at the request of the plaintiffs’ attorneys, who expressed a desire to pursue the class action aspect or add other individuals. Plaintiffs’ counsel now claims that his class members will include two pineapple workers in Hawaii who have testicular cancer, and he also claims to have class members from mainland U.S. and other countries. On September 12, 2006, the court ordered the transfer of venue of the Maui action from Maui County to Oahu, where we expect the duplicate suit to be dismissed. Other preliminary issues will be class certification and/or the addition of class members as individual defendants. Written discovery to defendants was conducted on venue-related issues.

Further, the plaintiffs’ attorneys reported that the ten plaintiffs filed suit in their home countries in 1998, based on the prior order of forum non conveniens, alleging in excess of two million United States dollars ($2,000,000) per plaintiff. The suit in Guatemala was served on AMVAC in March 2001, but no defendant has been required to answer. Suits in the other countries have not been served. AMVAC has engaged local attorneys in the countries to defend these foreign suits. No discovery has taken place on the individual claims of the plaintiffs. Without such discovery, it is unknown whether any of the plaintiffs was exposed to AMVAC brand DBCP or what statute of limitation defenses may apply. AMVAC intends to contest the cases vigorously. However, it is too early to provide an assessment as to the probability of an unfavorable outcome in these matters.

B. Mississippi Matters

In May 1996, AMVAC was served with five complaints in which it is named as a defendant. (These complaints were filed by the same attorneys representing the Patrickson plaintiffs in Hawaii.) The complaints are

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brought by plaintiffs Edgar Arroyo-Gonzalez, Eulogio Garzon-Larreategui, ValentinValdez, Amilcar Belteton-Rivera, and Carlos Nicanor Espinola-E against one or more of the following other named defendants: Coahoma Chemical Co. Inc., Shell Oil Company, Dow Chemical Co., Occidental Chemical Co., Standard Fruit Co., Standard Fruit and Steamship Co., Dole Food Co., Inc., Dole Fresh Fruit Co., Chiquita Brands, Inc., Chiquita Brands International, Inc. and Del Monte Fresh Produce, N.A. The cases were filed in the Circuit Court of Harrison County, First Judicial District of Mississippi. Each case alleged damages sustained from injuries caused by plaintiffs’ (who are former banana workers and citizens of a Central American country) exposure to DBCP while applying the product in their native countries. These cases were removed to U.S. District Court for the Southern District of Mississippi, Southern Division. The federal court granted defense motions to dismiss in each case pursuant to the doctrine of forum non conveniens. On January 19, 2001, the court issued an unpublished decision, finding that there was jurisdiction in federal court, but remanded just one case (Espinola) back to the trial court to determine if a stipulation which limited the plaintiff’s recovery to fifty thousand dollars ($50,000) was binding. If the stipulation is binding, that case will be remanded to state court. If the stipulation is not binding, that case will be dismissed along with the others, requiring the plaintiffs to litigate in their native countries. The federal court then ordered remand to state court. No activity has taken place on this matter since 2001. Without discovery, it is unknown whether any of the plaintiffs were exposed to the Company’s product or what defenses may apply. AMVAC intends to contest the cases vigorously. It is too early to provide an evaluation of the likelihood of an unfavorable outcome in this case.

C. Louisiana Matters

In November 1999, AMVAC was served with three complaints filed in the 29^th Judicial District Court for the Parish of St. Charles, State of Louisiana entitled Pedro Rodrigues et. al v. AMVAC Chemical Corporation et. al, Andres Puerto, et. al v. Amvac Chemical Corporation, et. al and Eduardo Soriano, et al v. Amvac Chemical Corporation et. al. Other named defendants are: Dow Chemical Company, Occidental Chemical Corporation, Shell Oil Company, Standard Fruit, Dole Food, Chiquita Brands, Tela Railroad Company, Compania Palma Tica, and Del Monte Fresh Produce. American Vanguard Corporation is not named as a defendant. These suits were filed in 1996, but they were not served until November 1999. Following a dismissal of most of the plaintiffs from the action (in light of the fact that they had previously settled their claims in other actions), the complaints, with Soriano as the lead case, allege personal injuries to about 314 persons (167 from Ecuador, 102 from Costa Rica, and 45 from Guatemala) from alleged exposure to DBCP (punitive damages are also sought). With the United States Supreme Court holding there was no federal court jurisdiction in the Patrickson case, the federal court judge remanded the cases to Louisiana state court in June 2003. In state court, the three cases were assigned to two different judges. In 2006, a group of plaintiffs represented by attorney Misko, who had been making claims solely against growers, settled with those growers and dismissed their claims against the Company. On November 17, 2006, the state court separated the cases handled by attorney Scott Hendler from the cases being pursed only against the growers handled by different counsel. The pleadings are not yet finalized as to the number of plaintiffs in these suits.

As in many of the other banana worker’s cases, no discovery has taken place on the individual claims of the plaintiffs. Thus, it is unknown as to how many of the plaintiffs claim exposure to AMVAC’s product and whether their claims are barred by applicable statutes of limitation. AMVAC intends to vigorously contest these cases. It is too early to provide any evaluation of the likelihood of an unfavorable outcome at this time.

D. Nicaragua Matters

Tellez et al v. Dole Food Company, Inc. et al

On March 26, 2004, 25 plaintiffs, all residents of Nicaragua, filed suit in state court in Los Angeles County, California, claiming personal injuries from alleged exposure to DBCP while working on banana plantations in

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their home country. The named defendants are Dole Food Company, Inc., Dole Fresh Fruit Company, Standard Fruit Company, Standard Fruit and Steamship Company, Dow Chemical Company, and AMVAC Chemical Corporation. American Vanguard is not named as a defendant. Punitive damages are also sought against all defendants.

The plaintiffs claim personal injuries for sterility, reduced sperm counts, and other reproductive injuries. They claim exposure from working on banana plantations in Nicaragua from dermal contact with DBCP and inhalation of vapors. The plaintiffs also claimed exposure to DBCP in groundwater that they ingested, but testing of wells in October 2005 did not reveal the presence of any DBCP contamination and this claim of exposure through groundwater is being dropped.

AMVAC was served with the complaint on April 12, 2004 and filed an answer on May 5, 2004. On May 6, 2004, Dow Chemical removed the case from state court to the United States District Court for the Central District of California. The case was subsequently remanded to state court.

On September 2, 2004, the plaintiffs were permitted to file an amended complaint that dropped seven plaintiffs and added 18 others, so that there were a total of 36 plaintiffs. Since that time, 18 plaintiffs have been dismissed, four others who have not yet obtained U.S. visas to come to the United States for their depositions, and one making a cancer related claim have been transferred to the Mejia case listed below, reducing the total to 13.

The defendants have been taking depositions of the plaintiffs’ experts. Trial is presently scheduled for May 2, 2007, having recently been rescheduled due to the inability to complete 25 depositions of the plaintiffs’ and defendants’ experts within the time lines in the case management order. Plaintiffs’ and defendants’ experts will have differing views at their depositions and at trial regarding what types and amounts of exposure to DBCP might cause sterility. Depositions of defense experts will take place primarily in March. AMVAC contends that very few of these plaintiffs worked at a banana farm when its product could have been used. AMVAC also disputes the nature and extent of the claimed injuries. AMVAC intends to continue to vigorously contest this case.

It is too early to provide any evaluation of the likelihood of an unfavorable outcome at this time, as expert discovery is not yet complete. However, this case, like the other pending banana workers suits, presents difficult issues of law and fact to all parties and has a potentially large exposure. In all of these banana worker cases, there is no guarantee that the Company will be able to avoid an adverse judgment or that the size of any such judgment will not have an adverse effect upon the Company’s financial performance. If plaintiffs are successful, it is likely that other banana workers from Nicaragua will file suit in California.

Rodolfo Mejia et al v. Dole Food Company, Inc. et al

On September 20, 2005, the attorneys who also represent plaintiffs in Tellez et al v. Dole Food Company et al filed an action on behalf of 16 Nicaraguan plaintiffs in the Los Angeles County Superior Court against Dole Food Company, Inc., Dole Fresh Fruit Company, Standard Fruit Company, Standard Fruit and Steamship Company, the Dow Chemical Company, and AMVAC Chemical Corporation. The complaint alleges that the 16 plaintiffs worked at various banana farms in Nicaragua and were exposed to DBCP from 1970 to 1984, suffering irreversible sterility or infertility. The complaint seeks unspecified compensatory and punitive damages against each defendant. The suit has been assigned to the same judge for case management as in the Tellez matter.

Plaintiffs have served a First Amended Complaint naming 21 banana plantation workers in Nicaragua as plaintiffs, including five plaintiffs who were transferred from the Tellez action. The Mejia action has been

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designated as related to the Tellez action has been stayed pending developments in the Tellez action, except for the preliminary steps of collecting plaintiffs’ medical and employment records in Nicaragua so that they are available for use once discovery gets underway. Discovery has not yet begun in this case. It is too early to provide any evaluation of the likelihood of an unfavorable outcome at this time.

Suits filed in Nicaragua

The Los Angeles attorneys representing these workers in California have recently stated that they have as many as 10,000 clients in Nicaragua. Thirteen of them are plaintiffs in the Tellez suit and 21 are plaintiffs in the Mejia suit pending in the Los Angeles County Superior Court.

In prior descriptions of pending litigation and other matters, several suits filed in Nicaragua in January 2003 on behalf of banana workers claiming exposure to DBCP were mentioned. It was reported that AMVAC had been named in these suits, but was not served with the complaints.

In May 2005, two suits filed in Nicaragua in 2004 were received that name AMVAC, The Dow Chemical Company, Dole Food Co., Dole Fresh Fruit, and Standard Fruit Company. The two suits for personal injuries for sterility and reduced sperm counts have been filed on behalf of a total of 15 banana workers: Flavio Apolinar Castillo et al. v. AMVAC Chemical Corporation et al., No. 535/04 and Luis Cristobal Martinez Suazo et al. v. AMVAC Chemical Corporation et al., No. 679/04. In December 2005, AMVAC received six additional, similar lawsuits filed on behalf of a total of 30 plaintiffs. These plaintiffs each claim $1 million in special and general damages and $5 million in punitive damages.

AMVAC has retained an attorney in Nicaragua and understands that the receipt of these eight suits constitutes first notice and an invitation to attend mediation. All but one of these suits is based on Nicaraguan Public Law 364 issued in October 2000 that is directed solely at DBCP and requires the posting of a $100,000 bond, sets forth a lessened standard of proof to show that the claimed injuries are due to DBCP, and establishes an unreasonable amount of minimum compensation for injuries. This law also provides that there is no statute of limitations.

On January 25, 2006, AMVAC was served with the Flavio Apolinar Castillo and Luis Cristobal Martinez Suazo suits listed above. In March 2006, counsel in Nicaragua filed objections to jurisdiction over Amvac in these two cases. AMVAC’s local counsel reports that the court has not yet ruled on the objections to jurisdiction.

A review of court filings in Chinandega, Nicaragua, by local counsel has found 83 suits filed pursuant to Public Law 364 that name AMVAC and include approximately 3,497 plaintiffs. However, only the two Castillo and Suazo cases have been served on Amvac . Each of these plaintiffs claims $1 million in special and general damages and $5 million in punitive damages. It is anticipated that the plaintiffs’ attorneys will continue to file additional actions on a monthly basis in Nicaragua.

In an earlier round of suits brought in Nicaragua against Dow, Shell, and Standard Fruit only, the Nicaragua court issued judgments for $490 million in December 2002 based on claims of 583 banana workers, despite defenses of lack of personal jurisdiction and the unconstitutionality of Public Law 364. It has been reported that in 2003, the United States District Court in Los Angeles refused to enforce these judgments on the basis that the judgments did not properly name the defendants. The U.S. District Court did not reach the issue of due process under Public Law 364. An appeal to the U.S. Court of Appeals for the Ninth Circuit is pending.

AMVAC contends that the Nicaragua courts do not have jurisdiction over it and that Public Law 364 violates international due process of law. AMVAC intends to contest personal jurisdiction and demand under

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Law 364 that the claims be litigated in the United States. Thus far, it appears that the Nicaraguan courts have denied all requests of other defendants under Law 364 that allow the defendants the option of consenting to jurisdiction in the United States. It is not presently known as to how many of these plaintiffs actually claim exposure to DBCP at the time AMVAC’s product was allegedly used nor is there any verification of the claimed injuries. Based on the precedent of the earlier suits in Nicaragua, it would appear likely that the Nicaragua courts will, over the defendants’ objections, enter multi-million dollar judgments for the plaintiffs and against all defendants in these cases. One such judgment was entered in August 2005 for $97 million for 150 plaintiffs against Dole Food and other entities. It has also been reported that on December 1, 2006, the Nicaraguan court rendered a judgment for $802 million against Dow, Shell, Occidental, and Standard Fruit for some 1200 plaintiffs.

F. Ivory Coast Cases

On October 6, 2006, AMVAC was served with seven suits filed in the Los Angeles County Superior Court and one suit in the United States District Court in Los Angeles that include a total of 668 residents of the Ivory Coast as plaintiffs. Each plaintiff claims bodily injuries from exposure to DBCP while residing or working on banana or pineapple plantations in that country from the 1970s to the present. The suits name AMVAC, Dow Chemical, Shell Oil Company, and Dole Food as defendants. All these suits also seek punitive damages and the action filed in federal court alleges a claim under the Alien Tort Claims Act, alleging that the sale and use of DBCP amounted to genocide in the Ivory Coast. AMVAC does not believe that it sold any DBCP into the Ivory Coast at any time and intends to defend these cases vigorously. Discovery has not yet begun in these cases, and it is too early to provide any evaluation as to the probability of an unfavorable outcome.

On November 3, 2006, Dow and Shell removed the seven state court cases to federal court, alleging that the naming of AMVAC and the Dole entities amounted to a fraudulent joinder of those defendants by plaintiffs to defeat federal jurisdiction. However, the federal court has remanded all of those cases on its own motion back to state court. On December 7, 2006 AMVAC answered the Alien Tort Claims Act case. A defense motion for judgment on the pleadings in the Alien Tort Claims Act case in federal court is pending for a hearing on March 12, 2007.

F. Other Matters

Other attorneys filed suits in the Los Angeles County Superior Court in April 2005 on behalf of hundreds of banana workers in other countries, including Costa Rica, Panama, and Honduras. AMVAC has not been named in these suits.

II. Other Litigation.

On July 19, 2006, AMVAC’s registered agent was served with a complaint entitled Latrice McLendon, et al. v. Philip Service Corporation etc. et al (including AMVAC), which was filed in the Superior State Court of Fulton County, State of Georgia No. 2006CN119863 and subsequently removed to the United States District Court for the Northern District of Georgia No. 1:06-CV-1770-CAP, in which a class of plaintiffs seek damages, including punitive damages, in an unspecified amount for personal injuries and diminution in property value allegedly arising from the airborne release of propyl mercaptan and ethoprop from a waste treatment facility operated by PSC Recovery Services (“PSC”) in Fairburn, Georgia. Plaintiffs, residents living in the vicinity of the PSC plant, allege trespass, nuisance and negligence on behalf of defendants in handling, storing and treating waste which was generated by AMVAC’s Axis, Alabama facility. In addition, in January 2007, the Alabama Department of Environmental Management issued a proposed administrative order citing AMVAC for, among other things,

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storing rejected washwater (which is the subject of the McLendon case) in violation of applicable regulations regarding the storage of hazardous materials. The company is negotiating a consent order with ADEM which it expects to complete in the near future. It is too early in the McLendon litigation to make an assessment of the likelihood of there being an adverse judgment against AMVAC or whether such judgment could have an adverse effect upon the Company’s financial performance. AMVAC plans to defend the action vigorously.

On March 1, 2006, AMVAC and AVD accepted tender of defense and indemnity from Valent U.S.A. Corporation (“Valent’) with respect to an action entitled Victoria Espinoza, et al. v. Does 1, et al., including Valent U.S.A. Corporation filed in the Los Angeles Superior Court No. BC322590 in March 2005, in which plaintiff, who worked as a temporary employee intermittently in the packaging department at one of AMVAC’s facilities between August 1994 and August 2000, seeks damages for injuries, specifically acute myelogenous leukemia, allegedly arising from exposure to chemical products at that AMVAC facility. The defense and indemnity obligations arise from a toll manufacturing and supply agreement dated in September 1991 between AMVAC and Valent’s predecessor, and an asset purchase agreement dated in June 1998 between AMVAC and Valent by which the former purchased the Dibrom^® product line from the latter. The company believes that the action is without merit and plans to defend it vigorously. Although the punitive damages claim has been dismissed from the action, however, there is no guarantee that the Company will be able to avoid an adverse judgment or that the size of any such judgment will not have an adverse effect upon the Company’s financial performance. Trial is currently scheduled for July 30, 2007.

OTHER

The Company may be, from time to time, involved in other legal proceedings arising in the ordinary course of its business. The results of litigation cannot be predicted with certainty. The Company has and will continue to expend resources and incur expenses in connection with these proceedings. There can be no assurance that the Company will be successful in these proceedings. While the Company continually evaluates insurance levels for product liability, property damage and other potential areas of risk, an adverse determination in one or more of these proceedings could subject the Company to significant liabilities, which could have a material adverse effect on its financial condition and operating results.

Environmental

During 2006, AMVAC continued activities to address environmental issues associated with its facility (the “Facility”) in Commerce, California.

In March 1997, the California Environmental Protection Agency Department of Toxic Substances Control (“DTSC”) accepted the Facility into its Expedited Remedial Action Program (“ERAP”). Under this program, the Facility must prepare and implement an environmental investigation plan. Depending on the findings of the investigation, the Facility may also be required to develop and implement remedial measures to address any historical environmental impairment. The environmental investigation and any remediation activities related to ten underground storage tanks at the Facility, which had been closed in 1995, will also be addressed by AMVAC under ERAP.

Soil and groundwater characterization activities began in December 2002 in accordance with the Site Investigation Plan that was approved by the DTSC. Additional activities were conducted from 2003 to 2006 with oversight provided by the DTSC. Additional investigation is planned over the next year under the oversight of the DTSC. Potential remediation activities may be initiated in 2007 or 2008. These investigation and potential remediation activities are required at all facilities that currently have, or in the past had, hazardous waste storage

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permits. Because AMVAC previously held a hazardous waste management permit, AMVAC is subject to these requirements. It is uncertain whether the cost associated with the potential remediation activities will have a material impact on the Company’s financial statements.

AMVAC is subject to numerous federal and state laws and governmental regulations concerning environmental matters and employee health and safety at the Commerce, California and Axis, Alabama facilities. AMVAC continually adapts its manufacturing process to the environmental control standards of the various regulatory agencies. The U.S. EPA and other federal and state agencies have the authority to promulgate regulations that could have an impact on AMVAC’s operations.

AMVAC expends substantial funds to minimize the discharge of materials in the environment and to comply with the governmental regulations relating to protection of the environment. Wherever feasible, AMVAC recovers raw materials and increases product yield in order to partially offset increasing pollution abatement costs.

The Company is committed to a long-term environmental protection program that reduces emissions of hazardous materials into the environment, as well as to the remediation of identified existing environmental concerns. Federal and state authorities may seek fines and penalties for violation of the various laws and governmental regulations. As part of its continuing environmental program, except as disclosed in PART I, Item 3, Legal Proceedings, of this Annual Report, the Company has been able to comply with such proceedings and orders without any materially adverse effect on its business.

(5) Employee Deferred Compensation Plan and Employee Stock Purchase Plan

The Company maintains a deferred compensation plan (“the Plan”) for all eligible employees. The Plan calls for each eligible employee, at the employee’s election, to participate in an income deferral arrangement under Internal Revenue Code Section 401(k) whereby the Company will match the first $5.00 of weekly employee contributions. The Plan also permits employees to contribute up to an additional 15% of their salaries of which the company will match 50% of the first 6% of the additional contribution. The Company’s contributions to the Plan amounted to $586, $585 and $385 in 2006, 2005 and 2004. Effective January 1, 2005, the Company matched 100% of the elective deferrals of all eligible participants up to a maximum of 5% of compensation.

During 2001, the Company’s Board of Directors adopted the American Vanguard Corporation Employee Stock Purchase Plan (the “Plan”). The Plan allows eligible employees to purchase shares of common stock through payroll deductions at a discounted price. An aggregate of 200,000 shares of the Company’s Common Stock, par value $.10 per share (subject to adjustment for any stock dividend, stock split or other relevant changes in the Company’s capitalization) may be sold pursuant to the Plan which is intended to qualify under Section 423 of the Internal Revenue Code. The Plan allows for purchases in a series of offering periods, each six months in duration, with new offering periods (other than the initial offering period) commencing on January 1 and July 1 of each year. The initial offering period commenced on July 1, 2001. Unless terminated earlier by the Company’s Board of Directors, the Plan will terminate on December 31, 2010.

Shares of common stock purchased through the Plan for 2006, 2005 and 2004 were 42,115, 41,196 and 22,501, respectively.

(6) Major Customers and Export Sales

In 2006, there were three companies that accounted for 18%, 15% and 11% of the Company’s consolidated sales. In 2005, there were three companies that accounted for 15%, 13% and 11% of the Company’s consolidated

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sales. In 2004, there were three companies that accounted for 18%, 12% and 11% of the Company’s consolidated sales. These companies are distributors of the Company’s products.

The Company primarily sells its products to large distributors and buying cooperatives and extends credit based on an evaluation of the customer’s financial condition. The Company had three significant customers who each accounted for approximately 28%, 14% and 6% of the Company’s receivables as of December 31, 2006. The Company had three significant customers who each accounted for approximately 19%, 17% and 15% of the Company’s receivables as of December 31, 2005. The Company has long-standing relationships with its customers and the Company considers the credit risk to be low.

Worldwide export sales for 2006, 2005 and 2004 were as follows:

	2006		2005		2004
Canada	$	3,492	$	2,396	$	1,991
Mexico		2,757		2,229		1,818
Asia		1,544		75		—
Africa		1,705		1,556		792
Europe		2,080		2,416		2,359
Rest of World		5,668		5,184		3,305
	$	17,246	$	13,856	$	10,265

(7) Royalties

The Company has various royalty agreements in place extending through December 2007. These agreements relate to the acquisition of certain products as well as licensing arrangements. No agreements contains a minimum royalty provision. Certain royalty agreements contain confidentiality covenants. Royalty expenses were $809, $1,465 and $1,733, respectively, for 2006, 2005 and 2004.

(8) Product Acquisitions

All product acquisitions have been accounted for as asset purchases and not businesses pursuant to FASB 141 and EITF 98-3.

In December 2006, AMVAC acquired the product line Permethrin (a synthetic pyrethroid insecticide) from Syngenta Crop Protection, Inc. In connection with the transaction, AMVAC acquired both crop and non-crop uses of the product line in the U.S., Mexico and Canada. Acquired assets include registration rights, manufacturing and formulation know-how, inventories, customer lists and the trademarks Ambush^® and Prelude^® in the aforementioned territories.

In November 2006, AMVAC acquired the global Terbufos insecticide product line and the Lock `N Load<sup>®</sup> closed delivery system from BASF Aktiengesellschaft (“BASF”). The product line consisted of the active ingredient Terbufos, the trademarks Counter<sup>®</sup> and Lock `N Load^®, the manufacturing and formulation know-how, registration rights, intellectual property rights and inventories.

In December 2005, AMVAC acquired the cereal herbicide product line, Difenzoquat from BASF. The product line consists of the active ingredient Difenzoquat, the trademark Avenge^™, the manufacturing and formulation know-how, and registration rights and intellectual property rights in the United States and Canada. Avenge is a post-emergent herbicide primarily to control wild oats in barley and wheat. Avenge has a unique mode of action: it can be tank mixed with many popular broad leaf herbicides to provide broadleaf weed control as well as for effectively managing herbicide resistance problems in wild oats.

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In November 2005, AMVAC acquired the global Phorate insecticide product line from BASF. The product line consisted of the active ingredient Phorate, the trademarks Thimet^®, Granutox^® and Geomet^®, the manufacturing and formulation know-how, registration rights, intellectual property rights and inventories as well as an exclusive license to use BASF’s patented, closed delivery system, Lock ‘N Load^®, in the United States, Canada and Australia for Phorate. Phorate is registered in more than fifteen countries, with the main markets in Asia Pacific and the Americas. It is used on agricultural crops, mainly potatoes, corn, cotton, rice and sugarcane, to protect against chewing and piercing-sucking insects.

In March 2005, AMVAC entered into an exclusive multi-year agreement with BASF to develop, register and commercialize Topramezone, a new herbicide for post-emergent use in corn in North America. Under the terms of a licensing and supply agreement BASF would supply the product to AMVAC. In August 2005, AMVAC received a registration from the U.S. Environmental Protection Agency for Impact^® (active ingredient: Topramezone), a new herbicide for the use in field corn, seed corn, sweet corn and popcorn.

In December 2004, AMVAC entered into an agreement with Bayer CropScience LP, an affiliate of Bayer AG, to market, sell and distribute Bolster 15G, a soybean pesticide used to control nematodes, through AMVAC’s SmartBox system in key Midwest soybean growing states beginning in the 2005 season. Additionally, in December 2004, AMVAC licensed the trade name Nuvan^® to Syngenta India Limited, a business unit of Syngenta Crop Protection AG. The agreement provides a two-year license to Syngenta India to sell products under the Nuvan name in the animal and public health market, as well as the crop protection market in India. AMVAC will continue to sell products under the Nuvan name in the animal and public health market in over thirty other countries.

In January 2004, AMVAC entered into an agreement with Syngenta Crop Protection (“Syngenta”) to supply Force 3G for use through AMVAC’s SmartBox system beginning in the 2004 season. Force 3G is a corn soil insecticide manufactured and marketed by Syngenta for the control of corn rootworm, wireworm, cutworm and white grub in cotton.

The primary identifiable intangible assets of the Company relate to product rights associated with its product acquisitions. These rights, for the most part, consist of product registrations and related data filed with the United States Environmental Protection Agency and state regulatory agencies to support such registrations and other supporting data. The amount of goodwill allocated to the product acquisitions has not been material. The following schedule represents intangible assets recognized in connection with product acquisitions (See Summary of Significant Accounting Policies—Goodwill and Other Intangible Assets for the Company’s accounting policy regarding intangible assets):

The following schedule represents intangible assets recognized in connection with product acquisitions (See note 1 for the Company’s accounting policy regarding intangible assets):

	Amount
Intangible assets at December 31, 2003	$	20,307
Acquisitions during fiscal 2004		2,612
Amortization expense		(1,758	)
Intangible assets at December 31, 2004		21,161
Acquisitions during fiscal 2005		22,112
Amortization expense		(2,051	)
Intangible assets at December 31, 2005		41,222
Acquisitions during fiscal 2006		39,737
Amortization expense		(1,929	)
Intangible assets at December 31, 2006	$	79,030

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The above amounts represent the total cash consideration paid during the period for product acquisitions and certain related capitalized expenses incurred in connection with such acquisitions.

The following schedule represents the gross carrying amount and accumulated amortization of the intangible assets recognized in connection with product acquisitions. Intangible assets are amortized over their expected useful lives which range from 15 to 25 years.

	2006			2005
Gross carrying amount	$	89,252		$	49,515
Accumulated amortization		(10,222	)		(8,293	)
	$	79,030		$	41,222

The following schedule represents future amortization charges related to intangible assets recognized in connection with product acquisitions:

Year ending December 31,
2007	$	3,405
2008		3,405
2009		3,405
2010		3,405
2011		3,405
Thereafter		62,005
	$	79,030

The following schedule represents the Company’s obligations under product acquisition agreements:

	Amount
Obligations under acquisition agreements at December 31, 2003	$	4,800
Additional obligations acquired		2,396
Payments on existing obligations		(6,196	)
Obligations under acquisition agreements at December 31, 2004		1,000
Additional obligations acquired		-0-
Payments on existing obligations		(1,000	)
Obligations under acquisition agreements at December 31, 2005		-0-
Additional obligations acquired		-0-
Payments on existing obligations		-0-
Obligations under acquisition agreements at December 31, 2006	$	-0-

As of December 31, 2006, there were no future commitments pertaining to obligations under product acquisitions.

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(9) Commitments

The Company entered into long-term employment agreements with certain officers. Amounts to be paid under those agreements are summarized as follows:

Year ending December 31,
2007	$	502
	$	502

The Company has various lease agreements for offices as well as a long-term ground lease for its Axis, Alabama facility. The office leases contain provisions to pass through to the Company its pro-rata share of certain of the building’s operating expenses. The long-term ground lease is for twenty years (commencing May 2001) with up to five automatic renewals of three years each for a total of thirty-five years. Rent expense for the years ended December 31, 2006, 2005 and 2004 was $ 312, $306 and $352. Future minimum lease payments under the terms of the leases are as follows:

Year ending December 31,
2007	$	305
2008		316
2009		281
2010		10
2011		10
Thereafter		95
	$	1,017

(10) Research and Development

Research and development expenses which are included in operating expenses were $2,884, $2,853 and $3,081 for the years ended December 31, 2006, 2005 and 2004.

(11) Stock Options

Incentive Stock Option Plans (“ISOP”)

Under the terms of the Company’s ISOP, under which options to purchase 4,296,000 shares of common stock can be issued, all key employees are eligible to receive non-assignable and non-transferable options to purchase shares. The exercise price of any option may not be less than the fair market value of the shares on the date of grant; provided, however, that the exercise price of any option granted to an eligible employee owning more than 10% of the outstanding common stock may not be less than 110% of the fair market value of the shares underlying such option on the date of grant. No options granted may be exercisable more than ten years after the date of grant. The options granted generally vest evenly over a three to five year period, beginning from the date of the grant.

During 2006 the Company did not grant any incentive stock options. During 2005, the Company granted incentive stock options to purchase an aggregate of 276,933 shares of common stock to key employees. These options were fully exercisable on the date of grant. All options granted are non-assignable and non-transferable.

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Nonstatutory Stock Options (“NSSO”)

The Company did not grant any non-statutory stock options in either 2006 or 2005.

Option activity within each plan is as follows:

Rollforward Table of Option Activity Within Each Plan:

	Incentive Stock Option Plans		Non-Statutory Stock Options Plans		Weighted Average Price Per Share			Exercisable Weighted Average Price Per Share
Balance outstanding, December 31, 2003	2,212,621		127,453		$	3.49		$	2.39
Options granted, range from $11.29–$14.44	41,333		58,080			13.69
Options exercised, range from $0.83–$8.10	(339,861	)	(16,133	)		(1.18	)
Options expired	(27,360	)	—			(1.16	)
Balance outstanding, December 31, 2004	1,886,733		169,400			4.35			3.26
Options granted, range from $14.74–$14.98	276,933		—			14.75
Options exercised, range from $1.76–$3.19	(61,333	)	(8,805	)		(1.84	)
Options expired	(16,000	)	(875	)		(1.76	)
Balance outstanding, December 31, 2005	2,086,333		159,720			5.71			6.06
Options granted	—		—			—
Options exercised, range from $1.76–$14.74	(262,463	)	(29,040	)		3.66
Options expired	(3,333	)	—			(14.74	)
Balance outstanding, December 31, 2006	1,820,537		130,680		$	6.09		$	6.13

Information relating to stock options at December 31, 2006 summarized by exercise price is as follows:

	Outstanding Weighted Average				Exercisable Weighted Average
Exercise Price Per Share	Shares	Remaining Life (Months)	Exercise Price		Shares	Exercise Price
Incentive Stock Option Plan:
$1.76	398,068	20	$	1.76	398,068	$	1.76
$3.19	18,667	31	$	3.19	18,667	$	3.19
$3.52–$8.10	1,098,000	55	$	5.10	821,500	$	4.74
$11.30–$12.94	41,333	54	$	12.62	25,333	$	12.59
$14.74–$14.99	264,469	68	$	14.74	264,469	$	14.74
	1,820,537		$	5.93	1,528,037	$	5.81
Nonstatutory Stock Options:
$3.03	29,040	6	$	3.03	29,040	$	3.03
$4.68	29,040	18	$	4.68	29,040	$	4.68
$7.05	24,200	20	$	7.05	24,200	$	7.05
$14.45	48,400	29	$	14.45	48,400	$	14.45
	130,680		$	8.37	130,680	$	8.37

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The weighted average exercise prices for options granted and exercisable and the weighted average remaining contractual life for options outstanding as of December 31, 2005 and 2006 was as follows:

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Months)	Intrinsic Value (thousands)
As of December 31, 2005:
Incentive Stock Option Plans:
Outstanding	2,086,333	$	5.56	54	$	37,809
Expected to Vest	2,086,333	$	5.56	54	$	37,809
Exercisable	1,508,770	$	5.62	55	$	26,892
Non-statutory Stock Option Plans:
Outstanding	159,720	$	8.11	31	$	2,449
Expected to Vest	159,720	$	8.11	31	$	2,449
Exercisable	159,720	$	8.11	31	$	2,449
As of December 31, 2006:
Incentive Stock Option Plans:
Outstanding	1,820,537	$	5.93	49	$	18,151
Expected to Vest	1,820,537	$	5.93	49	$	18,151
Exercisable	1,528,037	$	5.81	48	$	15,418
Non-statutory Stock Option Plans:
Options Outstanding	130,680	$	8.37	20	$	984
Expected to Vest	130,680	$	8.37	20	$	984
Options Exercisable	130,680	$	8.37	20	$	984

The total intrinsic value of options exercised during 2004, 2005 and 2006 was $1,693, $554 and $4,332, respectively. Cash received from stock options exercised during 2004, 2005 and 2006 was $449, $417 and $959, respectively. The total weighted average grant date fair value of shares vested during 2004, 2005 and 2006 was approximately $1,829, $4,285 and $1,279, respectively.

(12) Private Equity Offering

On February 8, 2006, the Company entered into Stock Purchase Agreements with several institutional investors for the purchase and sale of, in the aggregate, 1,040,000 (before giving effect for the 4 for 3 stock split distributed April 17, 2006) shares of the Company’s common stock for a purchase price of $22.50 per share (before giving effect for the 4 for 3 stock split distributed April 17, 2006) in connection with a private placement of such shares. The shares were registered under the Company’s Registration Statement on Form S-3 (No. 333,122981) which was filed with the Securities Exchange Commission on February 25, 2005. (Refer to the Company’s Report on Form 8-K dated February 7, 2006, and filed with the Securities and Exchange Commission.)

84

AMERICAN VANGUARD CORPORATION

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(13) Quarterly Data—Unaudited

Quarterly Data—2006	March 31		June 30		September 30		December 31
Net sales	$	44,744	$	42,721	$	51,244	$	55,062
Gross profit		18,307		17,658		22,327		24,066
Net income		2,475		3,315		4,249		5,409
Basic net income per share		.10		.13		.16		.21
Diluted net income per share		.09		.12		.16		.20
Quarterly Data—2005
Net sales	$	41,230	$	37,325	$	49,754	$	61,487
Gross profit		17,545		15,796		22,158		30,180
Net income		3,135		2,748		5,268		7,851
Basic net income per share		.13		.11		.22		.32
Diluted net income per share		.12		.11		.20		.30

Note: Totals may not agree with full year amounts due to rounding and separate calculations each quarter.

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123(R)”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Employee Stock Purchase Plan (“employee stock purchases”) based on estimated fair values. In 2006, the Company recorded a pre-tax expense of $576 related to the adoption of SFAS 123(R) for employee stock options. All periods prior to 2006 did not include any expense related to share-based payment awards for employee stock options.

85

EXHIBIT INDEX

ITEM  15

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of American Vanguard Corporation (filed as Exhibit 3.1 to the Company’s Form 10-K for the year ended December 31, 2003 and incorporated herein by reference).
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation of American Vanguard Corporation (filed as Exhibit 3.2 to the Company’s Form 10-Q/A for the period ended June 30, 2004 and incorporated herein by reference).
3.3	Amended and Restated Bylaws of American Vanguard Corporation (filed as Exhibit 3.2 to the Company’s Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.)
4	Form of Indenture (filed as Exhibit 4 to the Company’s Registration Statement on Form S-3 (File No. 333-122981) and incorporated herein by reference).
10.1	American Vanguard Corporation Employee Stock Purchase Plan (filed as Appendix B to the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 31, 2001 and incorporated herein by reference).
10.2	American Vanguard Corporation Fourth Amended and Restated Stock Incentive Plan (filed as Appendix A to the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 11, 2004 and incorporated herein by reference).
10.3	Form of Incentive Stock Option Agreement under the American Vanguard Corporation Fourth Amended and Restated Stock Incentive Plan.(1)
10.4	Form of Non-Qualified Stock Option Agreement under the American Vanguard Corporation Fourth Amended and Restated Stock Incentive Plan.(1)
10.5	Employment Agreement between American Vanguard Corporation and Eric G. Wintemute.(1)
10.6	Form of Change of Control Severance Agreement, dated effective as of January 1, 2004, between American Vanguard Corporation and its Executive and Senior Officers (filed as Exhibit 10.2 to the Company’s Form 10-Q for the period ended March 31, 2004 and incorporated herein by reference.)
10.7	Form of Indemnification Agreement between American Vanguard Corporation and its Directors.(1)
10.8	Amended and Restated Credit Agreement, dated as of September 30, 2004, among AMVAC Chemical Corporation, Bank of the West, Harris Trust and Savings and First Bank & Trust.(1)
10.9	Employment Agreement dated February 3, 2003 by and between AMVAC Chemical Corporation and Christopher Hildreth (filed as Exhibit 10.9 to the Company’s Form 10-K filed with the Securities and Exchange Commission on May 2, 2005 and incorporated herein by reference).
10.10	Description of Compensatory Arrangements Applicable to Non-Employee Directors for 2005 (filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on June 15, 2005 and incorporated herein by reference).
10.11	Sale and Purchase Agreement dated October 31, 2005 by and between BASF Aktiengesellschaft and AMVAC Chemical Corporation (filed as Exhibit 99.1 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 15, 2006)
10.12	Permethrin Asset Sale Agreement dated December 13, 2006 by and between Syngenta Crop Protection Inc. and AMVAC Chemical Corporation (portions of which, indicated by an asterisk, the Company has requested be treated confidentially by the SEC.)*

86

Exhibit Number	Description of Exhibit
10.13	Sale and Purchase Agreement dated as of November 27, 2006 by and between BASF Aktiengesellschaft and AMVAC Chemical Corporation (portions of which, indicated by an asterisk, the Company has requested be treated confidentially by the SEC.)*
10.14	Credit Agreement Dated As Of December 15, 2006 Among Amvac Chemical Corporation As Borrower, American Vanguard Corporation, Gemchem, Inc., 2110 Davie Corporation As Guarantors, Bank Of The West As Agent, Swing Line Lender And L/C Issuer, BMO Capital Markets As Documentation Agent And The Other Lenders Party Hereto*
21	List of Subsidiaries of the Company.*
23	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm.*
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certifications Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 * Filed herewith.

(1) Filed with the Company’s Original Annual Report on Form 10-K for the year ended December 31, 2004, which was filed with the Securities and Exchange Commission on March 16, 2005 and incorporated herein by reference.

87

EX-10.12

Exhibit 10.12

Permethrin Asset Sale Agreement

THIS PERMETHRIN ASSET SALE AGREEMENT is made as of the 13^th day of December, 2006, (the “Effective Date”) between Syngenta Crop Protection, Inc., a Delaware corporation with its principal office at 410 Swing Road, Greensboro, NC 27409 (“Syngenta” or “Seller”) and AMVAC Chemical Corporation, a California corporation with its principal office at 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660 (“AMVAC” or “Purchaser”).

WITNESSETH:

WHEREAS, Seller has been or currently is in the business of manufacturing, formulating, selling and marketing permethrin-based pesticide products for the agricultural and non-agricultural segments in the United States, Canada and Mexico under technical and end-use registrations granted by the US Environmental Protection Agency (the “USEPA”), Pesticide Management Regulatory Authorities, (the “PMRA”) and the Mexican Comisión Federal para la Protección contra Riesgos Sanitarios (“COFEPRIS”), respectively, as more fully described in section 1.1(a) below (these collectively referred to as the “Permethrin Products”);

WHEREAS, Seller has previously sold to Purchaser one (1) of its other permethrin-based pesticide products (referred to as “Ambush 25”); and

WHEREAS, Seller owns certain assets related to the Permethrin Products for use in the agricultural and non-agricultural segments it desires to sell to Purchaser and Purchaser desires to purchase such assets from Seller all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the warranties, representations, covenants and agreements hereinafter set forth, Seller and Purchaser covenant and agree as follows:

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

ARTICLE 1

Purchase and Sale of Permethrin Assets; Purchase Price

1.1 Sale of Permethrin Assets

Subject to the terms and conditions of this Agreement, and upon the closing which shall be on or around December 13, 2006 (“Closing”) Seller shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, as hereinafter defined, all of Seller’s right, title and interest in and to those certain assets of Seller related exclusively to the Permethrin Products as of the date hereof, which are listed in this Section 1.1 below (the “Permethrin Assets”), as set forth below and on Schedule 1.1 (e):

(a) three (3) end-use USEPA pesticide registrations: (i) Ambush® 2EC Insecticide, USEPA Registration No. 100-985, (ii) Ambush® 4E, USEPA Registration No. 100-1110, and (iii) Prelude® Insecticide, USEPA Registration No. 100-997; one (1) technical USEPA pesticide registration, (i) Permethrin Technical, USEPA Registration No. 100-984; four (4) end-use PMRA pesticide registrations: (i) Ambush® 500EC Insecticide, PMRA Registration No. 14882.00, (ii) Ambush® 50EC Insecticide, PMRA Registration No. 14976.00, (iii) Prelude 240EC, PMRA Registration No. 26509.00, and (iv) Prelude Synthetic Pyrethroid Insecticide, PMRA Registration No. 24469.00; one (1) technical PMRA pesticide registration, Permethrin Technical Insecticide, PMRA Registration No. 18059.00; four (4) end-use COFEPRIS pesticide registrations: (i) Ambush® 25 Insecticide, RSCO-INAC-0156-311-002-025, (ii) Ambush® 50 Insecticide, RSCO-INAC-0156-006-009-048, (iii) Ambush® 34 Insecticide, RSCO-INAC-0156-005-009-034, and (iv) Class® 18% Insecticide, RSCO-INAC-0156-319-009-018; and one (1) technical COFEPRIS pesticida registration: Permethrin Technical, RSCO-INAC-0156-006-020-090, granted to Seller by the respective regulatory agency within each country as limited to the current labeled and approved agricultural and non-agricultural uses only (collectively the “Permethrin Registrations”); and confidential statements of formula related thereto and regulatory correspondence files directly and solely related thereto;

(b) Seller’s manufacturing and formulation manuals relating exclusively and solely to the technical and end-use formulations of the Permethrin Products covered by the Permethrin Registrations and know-how related thereto (“Permethrin Manufacturing and Formulation Manuals”);

(c) an electronic version of Seller’s labels for the Permethrin Products;

(d) labeling, packaging and container specifications, and existing stocks for the Permethrin Products and list of suppliers (if available);

(e) electronic copies of available field efficacy reports and data slides for the Permethrin Products;

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

(f) a list of the Permethrin Products customers for calendar years 2004, 2005 and 2006 using Seller’s customer lists on its currently available computer databases;

(g) those certain studies solely specific to the Permethrin Registrations and owned by the Seller, either wholly or jointly owned, as set forth on Schedule 1.1(g), hard copies of which will be transferred solely to the extent reasonably accessible and retrievable by Seller;

(h) the trademarks “Ambush”, and Prelude (the “Permethrin Trademarks”) in the territories of the United States, Mexico and Canada (collectively the “Territory”);

(i) any post-Closing data compensation rights related solely to the Permethrin Products for both the technical and end-use registrations;

(j) existing marketing and promotional materials related to the Permethrin Products;

(k) on-hand inventories related to the Permethrin Products at the time of Closing;

(l) The European Drug Master File for Permethrin Technical; and

(m) Third party contracts set forth on Schedule 1.1(m) and Purchaser hereby expressly agrees to be bound by the terms and conditions thereof.

Such Permethrin Assets listed above shall be transferred from Seller to Purchaser within thirty (30) days from the Closing.

1.2 Excluded Assets, Prior Rights, and Access to Data

(a) Notwithstanding anything to the contrary set forth in this Agreement, there shall be excluded from the Permethrin Assets being acquired from or procured by the Seller: (i) any property or rights which are not expressly included in Section 1.1 of this Agreement, including without limitation, property or rights related to Seller’s Cold Creek, Alabama manufacturing facility or Seller’s employees; any of Seller’s manufacturing processes or agricultural chemicals other than the Permethrin Manufacturing and Formulation Manuals; and any rights to repayment of tax relating to any period prior to the Closing; (ii) any cash (including cash equivalents and securities) on hand or on deposit as of the Closing, as hereinafter defined, owned by Seller or Seller’s Affiliates (as hereinafter defined); (iii) the benefit of any insurance coverage or policies; (iv) all

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

accounts receivable relating to the sale or distribution of the Permethrin Products by Seller or Seller’s Seller’s Affiliates; (v) the trademarks or trade names consisting of or including the words “Syngenta,” “Zeneca” or derivatives thereof; (vi) any patents or patent applications relating to any matter whatsoever; (vii) any know-how, trade secret or other proprietary information other than that listed above; and (viii) except as expressly provided in Section 1.1(e) and 1.1(g) any and all regulatory data relating to any other active ingredient owned by Seller and Seller’s membership in or rights to participate on any task forces organized for generation of submission of regulatory data to the USEPA, and any data compensation rights related to the foregoing, except as stated in Section 1.1(i). Further, nothing in this Agreement shall affect any of Seller’s or Seller’s Seller’s Affiliates’ right to manufacture, sell, or distribute any product whatsoever, except as provided in Section 9.15.

(b) After the Closing Date, Purchaser hereby provides to Seller or Seller’s Affiliates a world-wide, non-exclusive, perpetual, irrevocable, fully-paid up royalty free license to cite any data purchased and acquired by Purchaser hereunder, that is necessary to support Seller’s Affiliates’ registrations outside the Territory or in the event that Seller is required to cite the data or to use the data in support of a product liability claim that arose prior to the Closing Date.

1.3. No Assumption of Liabilities

It is expressly understood and agreed by Seller that Purchaser shall not assume or have any responsibility with respect to any obligations or liabilities related to the Permethrin Assets of Seller of any kind, which were created or arose prior to the Closing.

1.4 Amount of Purchase Price for all Permethrin Assets

(a) For and in consideration of Seller’s sale of the Permethrin Assets (except for inventories) to Purchaser, upon satisfaction of the conditions of Closing set forth in Section 2.2 below, Purchaser agrees to pay Seller * (the “Purchase Price”), due upon the Closing. Purchaser also agrees to purchase all Permethrin related inventories in good and saleable condition as of the Closing at cost, in the amounts as set forth in Schedule 1.5 (a).

(b) All payments of the Purchase Price shall be made by wire transfer of good funds to Seller pursuant to the following instructions:

*

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

1.5 Allocation of Purchase Price

The allocation of the purchase price among such Permethrin Assets is set forth in Schedule 1.6. Each party agrees to use Schedule 1.6 for the purpose of purchase price allocation and for the purposes of all income tax returns or reports filed by the parties, and neither party will voluntarily take a position inconsistent therewith upon examination of such tax return or report, in any claim, in any litigation or otherwise with respect to such tax returns, provided that any internal allocation between Seller and any other or Seller’s Seller’s Affiliates (if needed) of the amount attributed to Seller on Schedule 1.6, shall be at Seller’s discretion. Each party agrees to prepare and file timely Internal Revenue Service Form 8594 (Asset Acquisition Statement), and any other form reasonably required by any governing agency in the USA, Canada and Mexico, to cooperate in every reasonable way with the other party in the preparation of such form and to furnish the other party with a copy of such form prepared as a draft, within a reasonable period before the due date for filing.

ARTICLE II

Effective Date and Further Assurances

2.1 Effective Date

This Agreement shall become effective on, and the term “Effective Date” as used herein shall mean, the date as written in the first paragraph of this Agreement.

2.2 Deliveries by Seller; Conditions to Closing:

(a) The purchase and sale of the Permethrin Assets shall be deemed to be completed on the Closing subject to the following conditions to Closing:

Seller shall deliver:

(i) assignment agreements to record transfer of the Permethrin Registrations in the form attached as Schedule 2.2, all signed by Seller;

(ii) a copy of the Permethrin Manufacturing and Formulation Manuals, the confidential statements of formula, and an electronic version of Seller’s labels for the Permethrin Products;

(iii) assignment agreements to record transfer of the Permethrin Trademarks in the forms attached as Schedule 2.2(a), all signed by Seller; and,

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

(iv) a general assignment to record transfer of the balance of Permethrin Assets.

2.3 Purchaser shall deliver:

(i) the Purchase Price.

2.4 The parties shall deliver:

(i) a fully executed copy of this Agreement.

(ii) Within thirty (30) days after the Closing though sooner if reasonably possible, the parties shall deliver any other documents contemplated by this Agreement.

2.5 Further Assurance

From time to time, pursuant to the request of the other party and without further consideration, Seller and Purchaser shall execute or have executed, and shall deliver such other instruments of sale, transfer, conveyance and assignment as the other party may reasonably request in order to sell, convey, transfer and assign to the other party or to perfect or record the other party’s interest in or title to the Permethrin Assets. All out-of-pocket costs of recording such instruments shall be borne by Purchaser.

ARTICLE III

Representations and Warranties of the Seller

Seller represents and warrants to Purchaser as follows:

3.1 Organization

Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

3.2 Execution, Delivery and Performance of Agreement

Neither the execution and delivery nor performance of this Agreement or the agreements contemplated hereby by Seller will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance on any of the Permethrin Assets pursuant to any provision of Seller’s By-Laws or Articles of

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

Incorporation or any material franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, ordinance, rule or regulation or any order, judgment, award or decree to which Seller is a party or by which it is bound relating to the Permethrin Assets.

3.3 Authority

Seller has full corporate power and authority to enter into this Agreement and the related agreements referred to herein and has full power and authority to carry out the transactions contemplated hereby and thereby, and all corporate and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the agreements, instruments and other documents relating hereto have been properly taken or will have been properly taken. This Agreement and each of the other agreements, certificates and other documents relating hereto constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with their respective terms.

3.4 Consents

No material approval, consent, withholding of objection or other authorization is required to be obtained by Seller from any court, administrative agency or governmental authority in connection with the execution, delivery or performance of this Agreement by Seller or any other third party, other than the USEPA’s, PMRA’s and COFEPRIS’ processing of the transfers of the Permethrin Registrations from Seller to Purchaser and the respective trademark offices in the Territory processing of the transfers of the Permethrin Trademarks from Seller to Purchaser.

3.5 Title to Permethrin Assets

(a) Seller has good and marketable title to the Permethrin Assets either wholly or jointly owned by Seller and to be transferred by Seller to Purchaser hereunder free and clear of any leases, mortgages, liens, security interests, pledges or encumbrances of any kind or nature whatsoever. Seller is the registered owner of the Permethrin Trademarks in the Territory and has taken all actions necessary to maintain the registration of such trademarks.

(b) Seller expressly transfers to Purchases all right, title and interest in * (b) and Purchaser hereby expressly agrees to be bound by the terms and conditions thereof.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

3.6 Finders

No finder, broker, agent or other intermediary has acted on behalf of Seller in connection with the introduction or bringing together of the parties hereto or the negotiation or consummation of the transactions contemplated by this Agreement. Seller has not made any representation, commitment or agreement by which Purchaser will be obligated to pay any commission, finder’s fee or other similar compensation to any third party in connection with the transactions contemplated by this Agreement.

3.7 Litigation

As to the Permethrin Assets, there are no known claims, actions, suits, proceedings or investigations pending or to the knowledge of Seller, threatened, in law or in equity against Seller or Seller’s Affiliates, or before any federal, state, local or other governmental department, commission, board, agency or instrumentality.

3.8 Compliance with Applicable Laws

With respect to the Permethrin Assets being sold hereunder, Seller is in compliance in all material respects with all federal, state, county and municipal laws, ordinances, regulations, rules and common law.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

3.9 Powers of Attorney

With respect to the Permethrin Assets, Seller has no known outstanding powers of attorney.

3.10 Inventories.

With respect to inventories of Permethrin Products sold hereunder, such inventories are in good and saleable condition and have been maintained and accounted for in the ordinary course of business.

3.11 No Acceleration of Distribution.

Within the twelve (12) month period immediately preceding the Closing Seller has distributed and sold Permethrin Products in the ordinary course and has not accelerated distribution of such products into channels of trade in anticipation of the sale of Permethrin Assets or for any other reason.

3.12 Sales/Financial Records.

Seller has provided Purchaser with (i) complete and accurate sales records for the Permethrin Products for calendar years 2004, 2005 and 2006 through November 30, 2006, including sales by month, customer and location and (ii) complete and accurate financial information regarding such sales of Permethrin Products, including cost of goods, materials costs, labor, general and administrative, and gross margin.

3.13 No Other Representations

EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III OR ELSEWHERE IN THIS AGREEMENT, SELLER AND SELLER’S AFFILIATES MAKE NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY OF THE PERMETHRIN ASSETS OR THE BUSINESS OF MAKING, SELLING OR DISTRIBUTING THE PERMETHRIN PRODUCTS, EXPRESS OR IMPLIED, INCLUDING NO REPRESENTATIONS OR WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. EXCEPT AS PROVIDED IN THIS ARTICLE III, BUYER TAKES THE PURCHASED ASSETS AS-IS, WHERE-IS AND WITH ALL FAULTS.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

ARTICLE IV

Representations and Warranties of Purchaser

Purchaser represents and warrants to Seller as follows:

4.1 Organization

Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of California.

4.2 Execution, Delivery and Performance of Agreement

Neither the execution and delivery nor performance of this Agreement or the agreements contemplated hereby by Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of the By-Laws or Articles of Incorporation of Purchaser, or any material franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, ordinance, rule or regulation or any order, judgment, award or decree to which Purchaser is a party or by which it is bound.

4.3 Authority

Purchaser has full corporate power and authority to enter into this Agreement and the related agreements referred to herein and to carry out the transactions contemplated hereby and thereby, and all corporate and other proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and the agreements, instruments and other documents relating hereto have been properly taken. This Agreement and each of the other agreements, certificates and other documents relating hereto constitute the valid and binding obligation of Purchaser, enforceable in accordance with their respective terms.

4.4 Consents

To Purchaser’s knowledge, no material approval, consent, withholding of objection or other authorization is required to be obtained by Purchaser from any court, administrative agency or governmental authority in connection with the execution, delivery or performance by Purchaser of this Agreement (including the related agreements referred to herein) or any other third party, other than the USEPA’s, PMRA’s and COFEPRIS’ processing of the transfers of the Permethrin Registrations from Seller to Purchaser and the respective trademark office in the USA, Canada and Mexico processing of the transfer of the Permethrin Trademarks from Seller to Purchaser.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

4.5 Finders

No finder, broker, agent or other intermediary has acted on behalf of Purchaser in connection with the introduction or bringing together of the parties hereto, or the negotiation or consummation of the transaction contemplated by this Agreement. Purchaser has not made any representation, commitment or agreement by which Seller will be obligated to pay any commission, finder’s fee or other similar compensation to any third party in connection with the transactions contemplated by this Agreement.

ARTICLE V

Covenants of Seller and Purchaser

5.1 Registrations

Following the Closing, Seller and Purchaser shall jointly take such action as may be necessary to evidence or effectuate transfer of the Permethrin Registrations and Permethrin Trademarks as promptly as reasonably possible. All out-of-pocket transfer costs associated with the transfer of the Permethrin Registrations and the Permethrin Trademarks shall be the responsibility of the Purchaser. Following the Closing but prior to the transfers described above, Seller shall take such steps as reasonably necessary to maintain such Permethrin Registrations and Permethrin Trademarks, in cooperation with Purchaser and at Purchaser’s expense. Time is of the essence with respect to such transfers.

5.2 Notices to and Consent of Third Parties

Purchaser and Seller shall cooperate to make all other filings and to give notice to or request consent from all other third parties that may reasonably be required to consummate the transactions contemplated by this Agreement, at Purchaser’s cost.

5.3 Sales of Products Shortly After Effective Date

To the extent necessary to facilitate Purchaser’s sales of the Permethrin Products following the Effective Date but prior to Closing and/or processing the transfers of the Permethrin Registrations to Purchaser, Seller agrees to provide Purchaser with such rights, access and assistance, at Purchaser’s cost, as reasonably necessary to effectuate such sales, including but not limited to providing Purchaser with any contractual arrangements, licenses, or supplemental registrations. In such event, Purchaser covenants to conduct all such activity in compliance with all laws and Purchaser acknowledges that Purchaser’s indemnity provided in Section 6.3 applies to

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

such activities, except that the threshold and cap limitations provided in Section 6.3(i) and 6.3(ii) shall not apply to any claims arising from or related to such arrangements.

5.4 Product Labels

Following the Closing, Purchaser shall modify the electronic version of Seller’s labels (the “Labels”) for the Permethrin Products (and any printed labels derived therefrom) and shall, among other things, remove all references to Seller and Seller’s Affiliates or predecessors, except as required by law. Except for the removal of Seller’s name from the Labels as referred to in the immediately preceding sentence, Purchaser shall be permitted to exhaust its supply of the Labels as currently drafted without limitation for a period of six (6) months or the supply of labels is depleted, whichever occurs earlier; Seller specifically agrees not to assert any claim for copyright violation in connection with Purchaser’s future use of the Labels.

ARTICLE VI

Indemnification

6.1 Definition

As used in this Article, the term “Damages” has the meaning specified or referred to below:

“Damages” — Any damages, losses, fines, penalties, liabilities, awards, assessments, charges, claims, fees, and costs and expenses related thereto (including but not limited to, related costs of defense and reasonable attorneys’ and reasonable consultants’ fees and disbursements). “Damages” shall also include, but not be limited to, costs of investigation, remediation, removal or other expense (including, but not limited to, costs to assess, evaluate and monitor, and costs of disposal of removed material).

6.2 Indemnity by Seller

From and after the Closing, Seller shall indemnify, protect, defend as provided in Section 6.4, and hold harmless Purchaser and its affiliates, directors, officers, shareholders, employees and agents (individually a “Purchaser Indemnitee” and collectively the “Purchaser Indemnitees”) against any Damages arising from or in connection with any of the following third-party claims (collectively referred to as “Purchaser Claims”):

(a) the performance or non-performance under, the use or operation of, or the sale or distribution of the Permethrin Assets before the Closing;

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

(b) liability for personal injury or damage to property relating to the Permethrin Products manufactured or sold by or on behalf of Seller before the Closing;

(c) any other liability for personal injury or damage to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Seller before the Closing; and

(d) any material failure by Seller to perform or comply with any of its covenants or any material breach of, or material inaccuracy in, any of the representations and warranties of Seller contained in this Agreement.

Except as otherwise expressly set forth in this Article VI, Seller’s obligations with respect to Purchaser Claims shall be limited by the following:

(i) the Purchaser Indemnitee must give Seller written notice of a Purchaser Claim for indemnification on or before the twelve (12) month anniversary of the Closing with regard to any other indemnifiable matter, or Seller shall have no obligation to indemnify, protect, defend or hold harmless the Purchaser Indemnitees against Damages relating to such claim; and

(ii) the amount which Seller shall be required to pay for Damages arising out of Purchaser Claims under section 6.2(d) shall not exceed * in the aggregate; and

(iii) Seller shall have no liability with respect to any Damages unless and until the aggregate amount of the Damages exceeds the sum of *

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY PURCHASER CLAIM.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

6.3 General Indemnification by Purchaser

From and after the Closing, Purchaser shall indemnify, protect, defend as provided in Section 6.4 and hold harmless Seller and Seller’s Affiliates, directors, officers and shareholders (individually a “Seller Indemnitee” and collectively, the “Seller Indemnitees”) against any Damages arising from or in connection with any of the following (collectively referred to as “Seller Claims”):

(a) the performance or non-performance under, the use or operation of, or the sale or distribution of the Permethrin Assets on and after the Closing;

(b) liability for personal injury or damage to property relating to the Permethrin Products manufactured or sold by or on behalf of Purchaser after the Closing;

(c) any other liability for personal injury or damage to the property of others, including the loss of use thereof, related to the subject matter of this Agreement and arising from the operations, actions, or omissions of Purchaser; and

(d) any material failure by Purchaser to perform or comply with any of its covenants or any material breach of, or material inaccuracy in, any of the representations and warranties of Purchaser contained in this Agreement.

Except as otherwise expressly set forth in this Article VI, Purchaser’s obligations with respect to Seller Claims shall be limited by the following:

(i) the amount which Purchaser shall be required to pay for Damages arising out of Seller Claims arising from section 6.3(d) shall not exceed the sum of * in the aggregate; and

(ii) Purchaser shall have no liability with respect to any Damages unless and until the aggregate amount of the Damages exceeds the sum of *

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, PURCHASER SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT WITH REGARD TO ANY SELLER CLAIM.

6.4 Notification of Claim

(a) Promptly after receipt by the party entitled to indemnification under this Article VI (an “Indemnitee”) of notice of a claim by a third party, such Indemnitee shall, if a claim in respect thereof is to be made against the party obligated to indemnify under

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

such Section (an “Indemnitor”), give notice within thirty (30) days to the Indemnitor of the commencement thereof. The failure to so notify the Indemnitor shall not relieve it of any liability that it may have to any Indemnitee except to the extent the Indemnitor demonstrates that the defense of such action is prejudiced thereby.

(b) In case any such action shall be brought against an Indemnitee and it shall give notice to the Indemnitor of the commencement thereof, the Indemnitor shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee by giving Indemnitee written notice thereof within thirty (30) days. After notice from the Indemnitor to such Indemnitee of its election to so assume the defense thereof, the Indemnitor shall not be liable to such Indemnitee in connection with the Indemnitee’s attorneys’ fees and other defense costs incurred in the defense thereof, other than reasonable costs of investigation and preparation for trial. The Indemnitee shall cooperate with the Indemnitor in the defense against any asserted liability and, in any event, shall have the right to participate at its own expense in the defense of the asserted liability.

(c) If an Indemnitor assumes the defense of such an action:

(i) no compromise or settlement thereof may be effected by the Indemnitor without the Indemnitee’s consent (which shall not be unreasonably withheld or delayed) unless:

(A) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee; and

(B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and

(ii) the Indemnitor shall have no liability with respect to any compromise or settlement thereof effected without the Indemnitee’s consent (which shall not be unreasonably withheld or delayed), provided that if notice is given to an Indemnitor of the commencement of any action and Indemnitor does not, within forty-five (45) days after the Indemnitee’s notice is given, give notice of its election to assume the defense thereof, the Indemnitor shall be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnitee.

(d) Promptly after an Indemnitee has identified a direct claim (i.e., not brought by a third party) under this Article VI, such Indemnitee shall give notice to the

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

Indemnitor of the claim. The failure so to notify the Indemnitor shall not relieve it of any liability that it may have to any Indemnitee except to the extent the Indemnitor demonstrates that the Indemnitee is prejudiced thereby.

(e) All notices given under this Section 6.4 shall be in writing and unless otherwise specified shall be given within thirty (30) days.

6.5 Indemnification as Exclusive Post-Closing Remedy

The indemnification and other remedies provided in Article VI shall, to the extent permitted by law, be the sole and exclusive remedy available, under contract, tort or any other legal theory, to Purchaser and Seller, for any breach of any representation or warranty contained herein by or on behalf of the indemnifying party or any other covenant or agreement contained herein by or on behalf of the indemnifying party or otherwise arising out of the transactions contemplated hereby.

6.6 No Double Recovery

In the event that a party makes any payment to the other party under Article VI of this Agreement and the indemnified party subsequently receives from a third party any amount referable to, or any benefit which would not have been received but for the circumstances giving rise to, the subject matter of the claim, then the indemnified party shall, once it has received such amount or benefit immediately repay or procure the repayment to the indemnifying party of the lesser of (a) the amount of such receipt or (b) the amount paid by the indemnifying party. The parties agree that any funds received through or from a captive or self-insurance entity or program shall not give rise to the repayment obligation in the prior sentence.

ARTICLE VII

Cooperation in Tax Matters

7.1 Taxes

(a) The terms “Tax,” “Taxes,” Taxation” and “Tax Returns” shall refer to any federal, state, local, foreign or other taxes including, but not limited to, income (net or gross), corporation, gross receipts, profits, alternative or add-on minimum, franchise, capital, capital stock, intangible, premium, transfer, sales, social security contribution, payroll, wage, employment, occupation, property (real or personal), import, excise, custom, stamp, duty, ad valorem or use tax, withholding or estimated taxes, fees,

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

duties, assessments, withholdings or like governmental charges (including interest, penalties, sur-taxes, additions to tax or additional amounts) with respect to such taxes.

(b) It is hereby acknowledged that each party hereto shall have the right to full information in respect of any matter of Taxation relating to the Permethrin Products or the Permethrin Assets. Each party accordingly undertakes to the other party hereto that it shall make available to the other on reasonable request and as soon as practicable, all records, files, documents and other material of such party so far as relevant to the other’s matter of Taxation relating to the Permethrin Assets and (on reasonable request) shall allow the other to take copies thereof (or, to the extent required by applicable law, shall allow the other reasonable access to the originals of or such records, files, documents and other materials). Each party shall provide reasonable access, up to the extent that the normal business operations of such party will not be significantly disrupted, to the employees of such party to the other party including, without limitation, the right of the other party to interview such employees in connection with the foregoing. The inspecting party shall pay its own costs and the costs of any copying it requests.

(c) Purchaser and Seller will cooperate with each other in connection with any audit by the Internal Revenue Service or any other Tax authority (including, but not limited to, U.S. federal or state, province, or local authorities) of any Tax Return or report in connection with the Permethrin Assets (including the use, operation or ownership thereof), or the sale of the Permethrin Assets acquired hereunder for periods on or prior to the Closing. The party responsible for the applicable Tax liability will have the sole right, at its sole expense, to conduct any audit or any other proceeding before any Tax authority, to prepare and file any amended Tax Return, claim for refund or court petition, to prosecute any such claim and to select counsel, to engage in litigation and to consent to any settlement in connection therewith with respect to any Taxes for any such period, and the other party will execute and deliver, or cause to be executed and delivered, to the responsible party or its designees all instruments (including, without limitation, powers of attorney) reasonably requested by the responsible party in order to implement the provisions of this Section 7.1; provided, however, that such responsible party shall consult and confer with the other party and keep the other party reasonably informed and shall take no action after the Closing that would have a material adverse effect on the other party (or the entity subject to Tax) without reference to and obtaining the consent of such other party, which consent shall not be unreasonably withheld or delayed.

(d) Seller and Purchaser shall cooperate in every reasonable way in minimizing any Taxes relating to this transaction.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

(e) Seller and Purchaser agree to maintain, for at least seven (7) years following the Closing, all Taxation records relating to the Permethrin Products business during the period of Seller’s ownership, through the Closing.

ARTICLE VIII

Notices

8.1 Notices

All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be deemed to have been duly given if in writing and delivered personally, by reputable overnight courier service, by facsimile transmission, or by first-class, postage prepaid, registered or certified mail, addressed as follows:

If to Seller:	Syngenta Crop Protection, Inc.
	410 Swing Road
	Greensboro, NC 27409
	Attention: Head of Business Development
	FAX: 336-632-7650
If to Purchaser:	AMVAC Chemical Corporation
	4695 MacArthur Court, Suite 1250
	Newport Beach, CA 92660
	Attention: Director of Business Development
	FAX 949-260-1201

Either party may change the address to which such communications are to be directed to it by giving written notice to the other party in the manner provided above.

ARTICLE IX

General

9.1 Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties and related persons with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings relating thereto. No representation, promise, inducement or statement of intention relating to the transactions contemplated

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

by this Agreement has been made by any party or any related person which is not set forth in this Agreement or the agreements referred to herein.

9.2 Governing Law

This Agreement shall be governed by and construed in accordance with laws of the State of Delaware excluding any conflict-of-laws provisions thereof that would otherwise require the application of the law of any other jurisdiction.

9.3 Governing Language

The English language shall be the governing language for purposes of this Agreement, any and all documents and communications pertaining to this Agreement, and any resolution of disputes under this Agreement. All communications given pursuant to this Agreement shall be in English.

9.4 Dispute Resolution/Submission to Jurisdiction

(a) Any controversy, claim or issue arising out of or relating to either party’s performance under this Agreement or the interpretations, validity or effectiveness of this Agreement, and any other provision of this Agreement that makes specific reference to this Section 9.4 in the event the parties fail to agree, shall, upon the written request of either party, be referred to designated senior management representatives of Seller and Purchaser for resolution. Such representatives shall promptly meet and, in good faith, attempt to resolve the controversy, claim or issue referred to them.

(b) If Purchaser and Seller cannot so resolve such controversy, claim or issue, then upon written notice from either party within the next sixty (60) days, the parties will attempt in good faith to resolve the dispute in accordance with the Center for Public Resources (“CPR”) Procedure for Chemical Industry Dispute Resolution. Any such mediation shall be held in Wilmington, Delaware, unless the parties otherwise agree to another location. If the dispute is not resolved within such sixty (60) day period, it shall be solely and finally settled by arbitration in accordance with the CPR Non-Administered Arbitration Rules as then in effect (the “CPR Rules”). The arbitration shall be conducted by three (3) independent and impartial arbitrators, appointed by CPR (the “Arbitrators”). The arbitration shall be governed by the provisions of the Arbitration Act, 9 U.S.C. § 1, et seq., and judgment upon the award rendered by the Arbitrators may be entered by any court having jurisdiction thereof. The arbitration proceedings shall be held in Wilmington, Delaware, unless the parties otherwise agree to another location.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

(c) If a party hereto determines to submit the dispute for arbitration pursuant to this Section 9.4, such party (the “Claimant”) shall furnish the party with whom it has the dispute (the “Respondent”) with a notice of arbitration as provided in the CPR Rules (the “Arbitration Notice”) which, in addition to the terms required by the CPR Rules, shall include a statement of the nature, with reasonable detail, of the dispute. A copy of the Arbitration Notice shall be concurrently provided to CPR, along with a copy of this Agreement and a request to appoint the Arbitrators. The commencement date of the arbitration shall be established as provided in the CPR Rules (the “Commencement Date”).

(d) At any time after thirty (30) business days after the Commencement Date and no later than sixty (60) business days after the Commencement Date, either party may present discovery requests to the other party in any form permitted under the CPR Rules or by the Arbitrators. The recipient of a discovery request shall have thirty (30) business days after the receipt of such request to object to any or all portions of such request, and shall respond to any portions of such request not so objected to within thirty (30) business days of the receipt of such request. All objections shall be in writing and shall indicate the reasons for such objections. The objecting party shall ensure that all objections and responses are received by the other party within the above time periods. Either party seeking to compel discovery following receipt of an objection shall file with the other party and the Arbitrators a Motion to Compel, including a copy of the initial request and the objection. The Arbitrators shall allow fifteen (15) business days for responses to the Motion to Compel before ruling. Claims of privilege and other objections shall be determined as they would be in United States federal court in a case applying Delaware law. The Arbitrators may grant or deny the Motion to Compel, in whole or in part, for any reason permitted by the CPR Rules, including that the discovery request is or is not appropriate under the circumstances, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective.

(e) Hearings must commence no later than one hundred twenty (120) business days after resolution of all discovery disputes and receipt of all responsive discovery materials and hearings shall be conducted for no more than ten (10) business days, unless otherwise agreed by the parties or ordered by the Arbitrators.

(f) Each of the Claimant and Respondent shall submit a brief, outlining such party’s claim for relief or defense to any claim, to the other and to the Arbitrators on or before the 15th business day following the last day of the hearing. Reply briefs must be exchanged and submitted to the Arbitrators on or before the 30th business day following the last day of the hearing. The final decision of the Arbitrators shall reflect a final decision that, in the Arbitrators’ judgment, is most consistent with the terms of this Agreement and applicable law.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

(g) The foregoing time periods and procedural steps may be modified or extended by agreement of the parties or by the Arbitrators in the Arbitrators’ discretion to the extent the Arbitrators deem necessary to prevent fundamental unfairness; provided, that at all times the Arbitrators shall be mindful of the parties’ desire for the most expeditious possible resolution of their dispute.

(h) To the extent permissible under applicable law, the parties agree that the award of the Arbitrators shall be final and shall be subject only to the judicial review permitted by the Arbitration Act. It is the intent of the parties that the arbitration provisions hereof be enforced to the fullest extent permitted by applicable law

9.5 Successors and Assigns

Neither party may assign its rights or delegate its performance hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; and any attempted assignment or delegation or transfer without such consent shall be void. Notwithstanding the foregoing, (a) either party may assign this Agreement to a company controlled by it or to a company commonly controlled with it, upon notice but without the need for the other party’s prior written consent, and (b) Purchaser can assign this Agreement, and all of its rights and obligations hereunder, to a party which purchases fifty-one percent (51%) or more, or succeeds to by merger or reorganization all or materially all of Purchaser’s stock or business assets or of the stock of its parent corporation.

9.6 Amendments and Waivers

This Agreement may be amended, superseded or canceled, and any of the terms hereof may be waived, only by a written instrument specifically referring to this Agreement and specifically stating that it amends, supersedes or cancels this Agreement or waives any of its terms, executed by both parties, or in the case of a waiver, by the party waiving compliance. Failure of either party to insist upon strict compliance with any of the terms of this Agreement in one or more instances shall not be deemed to be a waiver of its rights to insist upon such compliance in the future, or upon compliance with other terms hereof.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

9.7 Certain Definitions

As used in this Agreement, the following terms shall have the meanings provided unless expressly stated otherwise:

(a) “Seller’s Affiliates,” “Affiliates of Seller,” and substantively similar phrases mean any business entity which directly or indirectly controls, is controlled by, or is under common control with Seller. A business entity shall be deemed to control another if it owns, directly or indirectly and whether legally or beneficially in excess of fifty percent (50%) of the outstanding voting securities or capital stock of such business entity or other comparable equity or ownership interest.

(b) “To Seller’s knowledge” and substantively similar phrases means information that is actually and personally known to any of the following persons: T. Trotter, C. Long, and F. Pearson.

(c) “To Purchaser’s knowledge” and substantively similar phrases means information that is actually and personally known to any of the following persons: G. Johnson.

9.8 Confidentiality Agreement

(a) That certain Confidentiality Agreement dated September 22, 2003 between Seller and Purchaser shall remain in force and effect in accordance with its terms until the Effective Date; and

(b) As of the Effective Date and except as provided below, the parties agree that the terms of this Agreement shall be deemed confidential and shall not be disclosed to any unaffiliated third parties during the term of this Agreement and for a period of ten (10) years following the date of termination of the Agreement. The recipient party shall use the same degree of care protecting its confidentiality as it applied to its own confidential information. This Section 9.8(b) shall not apply to:

1. Information already in the public domain, or released to the public through no fault of the recipient;

2. Information already known to the recipient or which is developed by the recipient independently of its relationship to the other party hereunder, as both can be documented in writing;

3. Information acquired by the recipient from a third party entitled to disclose it; and

4. Information the recipient is legally required to disclose.

(c) Notwithstanding the foregoing provisions of this Section 9.8, Seller shall have the right to notify any third party vendor, supplier, or customer of the occurrence of

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

the sale of the Permethrin Assets to which Seller may be required to provide such notice of the sale of the Permethrin Assets.

9.9 Force Majeure

If a party’s performance of this Agreement, other than an obligation to pay money to another party, is prevented, restricted, or interfered with by reason of war, revolution, civil commotion, acts of public enemies, blockade, embargo, strikes, any law, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect of any government or any judicial authority or representative of any such government (excluding any changes in the laws, rules, regulations or the like, relating to tax matters), any other act whatsoever similar to those referred to in this section which is beyond the reasonable control of the party affected, then the party so affected shall, upon giving prior written notice to the other party, be excused from such performance to the extent of such prevention, restriction, or interference, and shall continue performance hereunder with the utmost dispatch whenever such causes are removed. Upon such circumstances arising, the parties shall meet forthwith to discuss what (if any) modification may be required to the terms of this Agreement, in order to arrive at an equitable solution.

9.10 Transaction Expenses

Whether or not the transactions contemplated hereby are consummated, all legal and other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, except as otherwise specifically provided herein.

9.11 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute but one agreement. Delivery of an executed copy of this Agreement by facsimile, telecopy, telex or other means of electronic communication producing a printed copy will be deemed to be an execution and delivery of this Agreement on the date of such communication by the party so delivering such a copy.

9.12 Captions

The captions used in this Agreement are for convenience of reference only and shall not be considered in the interpretation of the provisions hereof.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

9.13 Announcements

Unless required to be made by governmental authority, the content of any public announcement by either party or its affiliates shall be subject to the review and approval of the other party, such review and approval shall be timely and within the time requirements of any law or regulation, and shall not be unreasonably withheld or delayed.

9.14 Bulk Sales Laws

Purchaser hereby waives compliance by Seller with the provisions of the “bulk sales”, “bulk transfer” or similar laws of any state.

9.15*

[The remaining portion of this page was intentionally left blank]

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

IN WITNESS WHEREOF, the parties have executed this instrument as of the date first above written.

SYNGENTA CROP PROTECTION, INC.	AMVAC CHEMICAL CORPORATION
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

EX-10.13

Exhibit 10.13

Sale and Purchase Agreement

by and between

BASF Aktiengesellschaft

- hereinafter also referred to as “Seller” -

and

AMVAC Chemical Corporation

- hereinafter also referred to as “Purchaser” –

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Preamble

WHEREAS, Seller is a company duly organized and existing under the laws of the Federal Republic of Germany, located at 67056 Ludwigshafen, Germany;

WHEREAS, Purchaser is a company duly organized and existing under the laws of California, located at 4695 MacArthur Court, Suite 1250, Newport Beach, CA 92660;

WHEREAS, Seller wishes to sell, and to cause its Affiliates to sell, its Product Line (as further defined herein), each of them owning certain assets and rights as set forth in this Agreement, to Purchaser, and Purchaser wishes to purchase these assets and rights from Seller and its Affiliates, upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, notwithstanding use of the term Product Line, Purchaser is treating this as an acquisition of assets for the purposes of EITF 98-3.

NOW, THEREFORE, the Parties agree as follows:

Article 1

Definitions

Affiliate Affiliate means with respect to any person, a corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares or stock entitled to vote at a general meeting (i.e. a shareholders’ meeting) (without regard to the occurrence of any contingency) is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Affiliates of that person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

	partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that person or one or more Affiliates of that person or a combination thereof. For purposes hereof, a person or persons shall be deemed to have a majority interest in a partnership, association or other business entity if such person or persons control the managing board or the general partner of such partnership, association or business entity.
Agreement	means this Sale and Purchase Agreement, including all Exhibits, amendments, schedules and attachments hereto.
Assets	means the tangible and intangible assets sold or licensed as part of and with the Product Line, as provided in more detail in Article 2 and excluding the Optioned Assets.
Assumed Liabilities	has the meaning as set forth in Article 4.2.
Banking Day	Those days when banks in New York, New York, USA are open for business.
BASF Group	means Seller and its Affiliates.
Business Day	means any day that is not a Saturday, Sunday or any other day on which banks are required by applicable law to be closed in New York, New York, USA.
Closing	shall have the meaning as set forth in Article 6.1.
Closing Date	means November 27, 2006
Contracts	means any and all contracts, binding agreements, binding offers and orders of Seller or its Affiliates only to the extent they exclusively relate to the Product Line including licenses, leases, customer contracts, supply agreements, and procurement contracts, entered into, made and/or existing as of the Signing Date and those contracts, binding agreements, binding offers and orders entered into, made and/or existing

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

	(i.e. not fully performed) as per the Closing Date, provided, that all account receivables outstanding as of the Closing Date and account payables for services rendered or supplies delivered prior to the Closing Date shall be expressly excluded.
Customer List	means the list of all customers of the Product Line, comprising the customers with whom the Product Line did business during the period from January 1, 2004 through the Closing Date for all countries except for the USA and January 1, 2003 through the Closing Date for the USA.
	Divested Registration Data Packages shall have the meaning set forth in Article 2.1.1.
Divested Transferred Rights	means all Registration Rights and Divested Registration Data Packages, Intellectual Property Rights, Lock ‘N Load Intellectual Property Rights, Know-How and Lock ‘N Load Know-How, in each case related, either exclusively or not, to the Product Line, transferred or licensed by Seller and/or its Affiliates to Purchaser pursuant to Articles 2.1.1 through 2.1.9 and the Licence Agreements
Excluded Assets	means the assets as described in Article 2.2.
Formulation	means a Terbufos Active Substance, alone or in mixtures with other active substances, in a specific concentration and with auxiliaries.
Ground Lease	means the Ground Lease set forth at Exhibit F.
Intellectual Property Rights	means registered or applied for patents, trademarks, design patents and copyrights, and Seller’s copyright interest in product labels whether or not registered, all

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	relating to the manufacture, sale, distribution or use of the Terbufos Active Substance or the Terbufos Formulations, excluding the Lock ‘N Load Intellectual Property Rights.
Inventories	means: (a) all Terbufos Active Substance finished goods in existence as of Closing held for sale in the ordinary course of the Product Line; (b) and all technical Terbufos Active Substance: (i) in the possession of Seller’s or its Affiliates’ tollers or (ii) en route to said tollers; (c) including existing Lock ‘N Load containers and parts listed on Exhibit B; and (d) the raw materials, intermediates and packaging located at Helena Chemical Company’s Des Moines, Iowa facility as set forth on Exhibit A-1.
Know How	means all of Seller’s and its Affiliate’s (as applicable) embodied (in written, electronic or magnetic form) secret information and trade secrets, research materials, inventions, test data, product efficacy, safety data, as well as so embodied secret technical information (including information relating to manufacturing, formulation and application) related to the Product Line, , excluding the Lock ‘N Load Know How, and Registration Data Packages, including without limitation those listed on Exhibit I.
Liabilities	means any and all debt, liabilities and other obligations including payment obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those under applicable law or governmental orders, and those under any contract.
License Agreements	means any and all license agreements to be entered into at Closing between Seller and/or its Affiliates on the one side and Purchaser on the other side according to this Agreement.

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Local Asset Sale and Purchase Agreements	means the agreements referred to in Article 2.4.
Lock ‘N Load Containers	means that equipment set forth in Exhibit B.
Lock ‘N Load Intellectual Property Rights	means the patents and trademarks as listed in Exhibit 2.1.5(b)
Lock ‘N Load Know How	means the Know How exclusively related to the Lock ‘N Load technology, including without limitation those listed on Exhibit J.
Material Adverse Effect	means any event, circumstance, change or effect that would be materially adverse to the business results, operations, or financial condition of the Product Line or the Assets (in each case, taken as a whole).
Market Basket Survey Task Force	means that task force established by Memorandum of Agreement entered into by American Cyanamid Company on August 18, 1998.
Optioned Assets	(i) manufacturing equipment (“Manufacturing Equipment”) in and on the Thimet/Counter manufacturing unit (“T/C Unit”) located in Seller’s Hannibal, Missouri manufacturing site as identified on Exhibit A-3 (“T/C Site”) together with the office equipment, fixtures, supplies, and records located therein of Product Line, and (ii) the raw materials, intermediates and packaging located on the Option Closing Date at Seller’s Hannibal, Missouri facility (the “Optioned Inventory” (a good faith description of which is attached as Exhibit A-2)), (iii) and buildings all in existence on the date of the Option Closing Date.
Optioned Inventory	means the inventory defined within the definition of Optioned Assets
Option Closing	shall have the meaning set forth in Section 6.2.

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Option Closing Date	means the date of the closing of the sale and purchase of the Optioned Assets.
Parties/Party	means Seller and Purchaser, or either of them.
Product Line	means Seller’s worldwide business of manufacturing, formulating, selling, distributing and marketing (i) the Terbufos Active Substance, (ii) the Terbufos Formulations, (iii) the Divested Registration Data Packages, (iv) the Contracts exclusively related to the Product Line, (v) the Customer List, (vii) the Divested Transferred Rights, and (vi) the Inventories, for all uses, as conducted by Seller and its Affiliates prior to the Closing Date, all as further defined in Article 2.
Products	means all products sold as part of the Product Line, i.e. the Terbufos Active Substance and the Terbufos Formulations as further specified in Exhibits C and D.
Registration Data Package	means all available data existing as of the Closing Date, relating to the Terbufos Active Substance and the Terbufos Formulations, including but not limited to technical information, raw data, final registration study reports and regulatory correspondence file on the Products’ chemistry, toxicology, eco-toxicology, metabolism, toxic kinetics, residues, efficacy, occupational health and safety and environmental effects.
Registration Rights	means all rights to manufacture, formulate, sell, distribute, and market the Terbufos Active Substance and the Terbufos Formulations which are derived from their registrations, including any rights under pending registrations and all related labels.
Retained Liabilities	shall have the meaning as set forth in Article 4.1.

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Service and Supply Agreements	means any and all service and supply agreements to be entered into at Closing between Seller and/or its Affiliates on the one side and Purchaser on the other side according to this Agreement.
Signing Date	means the day when this Agreement has been duly executed and delivered by the Parties.
Tax/Taxes	means all taxes of any kind (together with any interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by a federal, state or governmental authority, including, but not limited to those taxes on income, franchises, financial operation, windfall or other profits, gross receipts, property, sales, use, capital stock, or net worth, and to those taxes measured by or referred to as excise, withholding, ad valorem, stamp, transfer, value added, or gains taxes.
Terbufos Active Substance	means the active substance having the IUPAC name S-tert-butylthiomethyl O,O-diethylphosphorodithioate as specified in more detail in Exhibit D of the MSSA.
Terbufos Formulations	means the Formulations which contain the Terbufos Active Substance as their sole active ingredient, including but not limited to those sold under the trademark Counter® and related end use registrations, as specified in more detail in Exhibit D.
Terbufos Supply Agreement	means the agreement set forth on Exhibit H hereto.
Transition Services Agreement	means that agreement referred to in Article 15.

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Article 2

Sale and Purchase

2.1 Upon the terms and subject to the conditions of this Agreement Seller shall, and shall cause its Affiliates to, sell or license to Purchaser and Purchaser shall purchase or receive such license from Seller and its respective Affiliates the Assets related to the Product Line as mentioned in Article 2.1.1 through 2.1.9 below:

2.1.1 Seller shall at Closing sell, and shall cause its Affiliates to sell, to Purchaser, who shall purchase, with economic effect as of the Closing Date (24:00 h) all of Seller’s and of Seller’s Affiliates Registration Rights of the Terbufos Active Substance and the Terbufos Formulations as listed in Exhibit 2.1.1(a) (including their status and time of expiration) and those Registration Data Packages supporting only the Products and no other active ingredients or products (but including Phorate) of Seller (hereinafter the “Divested Registration Data Packages”). On the Closing Date Seller and/or Seller’s Affiliates shall provide to Purchaser appropriate registration transfer letters implementing the transfer of ownership of the above mentioned Registration Rights to Purchaser. Furthermore, subject to any necessary approvals required, Seller shall, and shall cause its Affiliates to, in due course on or after the Closing Date transfer ownership to Purchaser the Divested Registration Data Packages for such Registration Rights, such Divested Registration Data Packages including, but not limited to, those listed in Exhibit 2.1.1(b). As of the Closing Date, Purchaser shall

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assume all of Seller’s, or Seller’s relevant Affiliates’, then existing rights and obligations in respect of the above mentioned Registration Rights.

2.1.2 In the event that, despite the reasonable efforts of the Parties, a particular country shall not permit the transfer of the Registration Rights as contemplated herein, the Parties shall make a good faith effort to identify and implement alternative actions to achieve the Parties’ objective of providing Purchaser with the full benefit of the Registration Rights as contemplated hereunder, provided, that Purchaser shall reimburse Seller or its respective Affiliates for all reasonable, out-of-pocket costs and expenses incurred in connection with such alternative actions.

2.1.3 RESERVED.

2.1.4 (a) Seller and its Affiliates shall have the right to use (world-wide, royalty-free, perpetual, irrevocable, non-exclusive sub-licensable, transferable [except for the limitations on transferability in 2.1.4(b) immediately below]) all Registration Rights, and shall receive irrevocable letters of access from Purchaser (substantially in the form attached hereto as Exhibit 2.1.4) to the Registration Data Packages listed in Exhibit 2.1.1(b) (including all studies and raw data being part of these Registration Data Packages) for the Registration Rights listed in Exhibit 2.1.1(a), all to the extent necessary or useful for Seller’s and its Affiliates’ business other than the Product Line and products containing phorate. Seller and its Affiliates shall also have, upon payment of a proportionate share of all Purchaser’s costs and expenses of development of such data, the same right to use in its and its Affiliates’ business other than the Product Line and products containing phorate all registration data developed by Purchaser in the future for support of Purchaser’s Terbufos Active Substance business. Purchaser shall issue new or modified letters of access when reasonably required by

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Seller in connection with the conduct of Seller’s and its Affiliates’ business. Purchaser shall provide Seller or its Affiliates in respect of all studies related to the Registration Data Packages listed in Exhibit 2.1.1(b) confirmations in writing stating that Seller or its Affiliates is entitled to use such studies for its Seller’s and its Affiliates’ business other than the Product Line.

(b) Recognizing that in the event of regulatory agencies may later question the adequacy of such Registration Data Package, upon request of Purchaser by Seller, Purchaser shall promptly supply copies of such Packages to Seller, but Seller agrees it shall use such copies only in support of Seller’s and its Affiliates business other than the Product Line or products containing phorate. Purchaser shall grant Seller and its Affiliates unrestricted and unlimited access to all raw data related to the Registration Data Packages as listed in Exhibit 2.1.1(b) to the extent necessary or useful to support and conduct Seller’s and its Affiliates’ business other than the Product Line. Seller and its Affiliates shall have no right to grant access to data to third parties except in connection with the sale of a business or product line for which such right of access is needed and then only if the purchaser of such business or product line agrees to the restrictions set forth in this Agreement. Should Purchaser decide in its sole discretion to transfer such raw data to a third party, it shall notify such third party of Seller’s and its Affiliates’ rights of access and cause such third party to acknowledge and continue to honor such rights of access. Should Purchaser decide in its sole discretion to destroy or otherwise dispose of any such raw data (excluding third party transfers described above), then Purchaser shall offer to transfer such raw data to Seller at no cost to Seller.

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2.1.5 (a) Seller shall at Closing sell and assign, and shall cause its Affiliates to sell and assign, to Purchaser, who hereby purchases and accepts the assignment, with economic effect as of the Closing Date (24:00 h) all Intellectual Property Rights as listed in Exhibits 2.1.5(a)(1), and to provide Purchaser with documentation evidencing such transfer at the Closing, all Customer Lists listed in Exhibit 2.1.5(a)(2) and all Know How, all as exclusively related to the Product Line.

(b) Seller shall at Closing sell and assign, and shall cause its Affiliates to sell and assign, to Purchaser, who hereby purchases and accepts the assignment, with economic effect as of the Closing Date (24:00 h) its rights in all Lock ‘N Load Intellectual Property Rights as listed in Exhibit 2.1.5(b), and to provide Purchaser with documentation evidencing such transfer at the Closing, and all Lock ‘N Load Know How, all as in existence as of the Closing Date. Purchaser agrees that any and all royalties it collects from Bayer CropScience LP pursuant to the “Non-Exclusive U.S. Patent, Trademark and Know-How License” agreement between Bayer CropScience LP and BASF Corporation shall be delivered to Seller within sixty (60) days of receipt by Purchaser. Seller shall have the right to request from Purchaser to bring in Purchaser’s name any enforcement action against Bayer CropScience LP reasonably necessary to obtain such royalty payments, provided that Seller shall undertake to bear all costs and expenses for such action in advance. The parties agree that at Closing the license contract entered into between Seller and Purchaser for the phorate business dated 31 October 2005 automatically ends.

(c) Purchaser agrees to pay to Seller: *

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(d) Purchaser shall at Closing grant to Seller and Seller’s Affiliates a non-exclusive, world-wide, sublicenseable, irrevocable and perpetual license to the rights in the Lock ‘N Load Intellectual Property Rights as listed in Exhibit 2.1.5(b), and all Lock ‘N Load Know How, all as in existence as of the Closing Date, and restricted to businesses outside the phorate business and the Product Line, to develop, patent, make or have made, use, fill, have filled, sell and offer for sale any closed chemical handling system. *

2.1.6 Seller shall at Closing enter, and cause its Affiliates to enter, into the license agreement with Purchaser attached hereto as Exhibit 2.1.6 by which Seller or its Affiliates shall grant to Purchaser an exclusive (even as to itself), worldwide, royalty-free, irrevocable, perpetual, sub-licensable, transferable license to Seller’s rights and Seller’s Affiliates’ rights to the Intellectual Property Rights, Registration Rights, Registration Data Packages (but not copies of such Packages except as set forth below) and Know How, all as in existence as of the Closing Date, and all as relating, but not exclusively relating, to the Product Line to make or have made, sell, offer for sale, and use any Product sold by the Product Line, including but not limited to those set forth at Exhibit 2.1.6(a). Recognizing that in the event of regulatory agencies may later question the adequacy of such Registration Data Packages, upon request of Seller by Purchaser, Seller shall promptly supply copies of such Packages, but Purchaser agrees it shall use such copies only in support of Purchaser’s terbufos or phorate registrations.

2.1.7 Seller shall at Closing sell and assign, and shall cause its Affiliates to sell and assign, to Purchaser, who shall purchase and accept assignment of, with economic effect as of the Closing Date (24:00 h) the Inventories. All Inventories (except Lock ‘n Load containers and parts) sold and purchased under this Agreement shall be saleable, not more than three (3) years old as of Closing and in accordance with the quality specifications stipulated in Exhibit 2.1.7.

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2.1.8 Seller shall at Closing sell and assign, and shall cause its Affiliates to sell and assign, to Purchaser, who shall purchase and accept assignment of, with economic effect as of the Closing Date (24:00 h) the Contracts including but not limited to those set forth at Exhibit 2.1.8, subject to the consent of the respective third party to the assignment of the Contracts (where required) to Purchaser or its respective Affiliate.

2.1.9 If and to the extent the consent of the relevant third parties to the assignment of the Contracts (or in case the Contract pertains only partly to the respective Product Line the partial assignment of the Contracts) has not been obtained by the Closing Date, the following shall apply with respect to the individual Contracts for which such consent has not been obtained unless and until such consent has been obtained:

If with respect to any of the Contracts the contracting party(ies) do(es) not consent (where such consent is necessary) to an assignment to Purchaser or conditions consent upon a material change in the terms of such Contract, Seller or its respective Affiliate shall to the extent not expressly prohibited by terms of the applicable Contract, perform such contract(s) on account and on behalf of Purchaser and in accordance with the reasonable instruction of Purchaser, provided, however, that (i) Purchaser, respectively, shall provide all support reasonably to be expected to perform such Contracts, (ii) Seller’s or Seller’s Affiliate’s liability in connection with the performance of such Contracts shall be limited to wilful misconduct or gross negligence, (iii) Purchaser shall indemnify and hold harmless Seller, or Seller’s Affiliate, respectively, from any Liability or obligation arising out of or in connection with such Contracts and the performance thereof after the Closing Date unless Seller, or its Affiliate, is liable pursuant to (ii), and (iv) Seller or the respective Affiliate of Seller shall not be obligated to agree to any extensions of such Contracts, and, further provided, that Seller shall not be

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obliged to incur any out-of-pocket expenses or to otherwise accept any commercial disadvantage in order to perform such Contract(s) unless (i) such out-of-pocket expenses are fully paid or reimbursed by Purchaser, or (ii) such commercial disadvantages are fully compensated by Purchaser. Seller shall provide, and shall cause its Affiliates to provide, to Purchaser copies of all relevant books, records and other information and documents in relation to such Contracts. In addition, Seller shall deliver, and shall cause its Affiliates to deliver, to Purchaser without undue delay upon receipt a copy of any correspondence, notice or any other document and/or information received by Seller and/or its Affiliate after the Closing Date in relation to such Contracts.

2.2 For the avoidance of doubt, the Assets transferred by the Closing under this Agreement shall exclude all assets not expressly mentioned under Article 2.1 above (the “Excluded Assets”). The Excluded Assets shall include without limitation:

• all cash, time deposits, certificates of deposit and other cash equivalents and bank accounts owned by Seller at Closing Date;

• the name “BASF”, all trademarks associated with such name, service marks, logos, trade names, internet domains and applications for any of the foregoing;

• all accounts receivable;

• membership in the Market Basket Survey Task Force; and

• any land;

• any rights under insurance policies of Seller;

• Optioned Assets;

• *

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2.3 Purchaser shall, effect, at its own discretion and cost, the assignments of the Intellectual Property Rights and Lock ‘N Load Intellectual Property Rights sold hereunder from Seller to Purchaser and Seller shall sign the respective assignments prepared by Purchaser. Purchaser shall inform Seller of the formal requirements (notarization, etc.) for each document.

2.4 The Parties shall, and shall cause their respective Affiliates to, enter at Closing into Local Asset Sale and Purchase Agreements with the substantial contents of Exhibit 2.4 and to take any action reasonably necessary and/or appropriate in order to validly transfer title to the Assets.

Article 3

Option to Purchase Optioned Assets

3.1 Upon: (i) Closing, (ii) the payment of the Preliminary Purchase Price, and (iii) the performance of Purchaser’s covenants and obligations with respect to Closing under this Agreement, Seller shall be deemed to have granted to Purchaser the option to purchase the Optioned Assets on or before December 29, 2007, for * pursuant to terms and conditions set forth herein (the “Option Purchase Price”).

3.2 Purchaser may exercise its option by no later than November 29, 2007 delivering to Seller written notice of such exercise. No later than thirty days following such delivery, Seller shall cause its Affiliate to sell to Purchaser and Purchaser shall purchase from Seller and/or its Affiliates the Optioned Assets for the amount listed in Section 3.1, and Seller shall cause BASF Corporation to enter into and Purchaser shall enter into the Ground Lease and Manufacturing and Shared Services Agreement (“MSSA”).

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Article 4

Assumed and Retained Liabilities

4.1 Seller and its Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser shall not assume or have any responsibility for and shall be held harmless and indemnified by Seller and its Affiliates with respect to any of the Liabilities of Seller and/or its Affiliates created or existing on or prior to the Closing Date including, but not limited to the following (the “Retained Liabilities”):

(a) any and all Liabilities arising out of or in connection with the conduct or ownership of the Product Line on or prior to the Closing Date including but not limited to those matters disclosed in Exhibit 11.2.9(a);

(b) any and all Liabilities relating to Products of the Product Line delivered and invoiced to third parties (other than Seller and/or its Affiliates) on or prior to the Closing Date;

(c) all payables accrued on or prior to the Closing Date;

(d) any and all Liabilities not explicitly assumed by Purchaser and/or its Affiliates under this Agreement or the Exhibits attached hereto;

(e) any and all Taxes attributable to the conduct or ownership of the Product Line by Seller and/or its Affiliates on or prior to the Closing Date and related to the time period on or before the Closing Date;

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(f) any and all Liabilities arising under any transferred Contract and those Contracts subject to the provision of Article 2.1.9 with respect to a breach or default under such transferred Contract committed on or prior to the Closing Date;

(g) any and all Liabilities of Seller and/or its Affiliates required by the terms of any transferred Contract to be performed on or prior to the Closing Date;

(h) any and all Liabilities resulting from, or relating to, litigation or proceedings relating to events on or prior to the Closing Date;

(i) any and all Liabilities related to the employees of Seller and/or its Affiliates; and

(j) any and all Liabilities related to the ownership and operation of the Optioned Assets or the property described in the Ground Lease.

4.2 Purchaser shall be responsible for paying, performing and discharging when due, and Seller shall not have any responsibility for and shall be held harmless and indemnified by Purchaser with respect to the following Liabilities (the “Assumed Liabilities”):

(a) Any and all Liabilities arising out of or in connection with the conduct or ownership of the Product Line following the Closing Date, except as explicitly provided otherwise in this Agreement or the Exhibits thereto;

(b) any and all Taxes owed by Purchaser and/or its Affiliates attributable to the conduct or ownership of the Product Line after the Closing Date and relating to the time period after the Closing Date;

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(c) any and all Liabilities arising under any transferred Contract with respect to a breach or default under such transferred Contract committed after the Closing Date;

(d) any and all Liabilities required by the terms of any transferred Contract to be performed after the Closing Date; and

(e) any and all other Liabilities expressly assumed by Purchaser pursuant to other provisions in this Agreement. For the avoidance of doubt, the Assumed Liabilities shall exclude any and all liabilities and obligations not expressly assumed by Purchaser under this Agreement.

4.3 Seller shall hold harmless Purchaser from and indemnify Purchaser against any and all Liabilities other than the Assumed Liabilities in particular from and against Liabilities which are assumed by Purchaser by operation of law.

4.4 In the event Purchaser exercises its option pursuant to Article 3.2, the provisions of Section 4.4.1 and 4.4.2 shall apply after the Option Closing Date.

4.4.1. Seller and/or its Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and Purchaser and/or its Affiliates shall not assume or have any responsibility for, and shall be held harmless and indemnified by Seller and/or its Affiliates with respect to, any of the Liabilities of Seller and/or its Affiliates arising out of the ownership or operation of the T/C Site created or existing on or prior to the Option Closing Date (the “Option Retained Liabilities”).

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4.4.2 Purchaser and/or its Affiliates shall be responsible for paying, performing and discharging when due, and Seller and/or its Affiliates shall not have any responsibility for, and shall be held harmless and indemnified by Purchaser and/or its Affiliates with respect to, the following Liabilities (the “Option Assumed Liabilities”):

(a) Any and all Liabilities arising out of or in connection with the operation or ownership of the Optioned Assets following the Option Closing Date, as explicitly provided otherwise in this Agreement or the Exhibits thereto.

Article 5

Acknowledgement

Purchaser hereby acknowledges that except as explicitly granted pursuant to this Agreement and the Exhibits thereto no other right, license or any other transfer or conveyance is granted by Seller to Purchaser by implication or otherwise.

Article 6

Closing

6.1 On the Closing Date, and if applicable, on the Option Closing Date, the Parties shall exchange faxed signatures and execute original documents in counterpart on the day elsewhere designated herein at 9:00 hrs PDT, and 12:00 hrs EDT from the offices of Purchaser and of Seller’s affiliate at Research Triangle Park, North Carolina, USA, or at such other time and place as the Parties may mutually agree upon, to take any actions necessary to finalize the transactions contemplated hereunder, in

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particular those mentioned in Article 6.2 with respect to the sale of the Assets (herein “Closing”) and if applicable those mentioned in Article 6.3 with respect to the sale of the Optioned Assets (herein “Option Closing”). The transactions contemplated by this Agreement shall be performed with effect per the end of the Closing Date (and, if applicable, the Option Closing Date)(24:00 h).

6.2 At the latest upon Closing, the following closing events shall occur:

• The Parties shall execute, and procure where necessary that their respective Affiliates execute, such deeds or other instruments (including the Local Asset Sale and Purchase Agreements) and perform, and procure where necessary that their respective Affiliates perform, such other actions as are necessary to transfer title to and possession of, the Product Line to Purchaser, including, without limitation, the transfer of title and possession to the tangible Assets sold pursuant to this Agreement, the assignment of all Contracts sold to Purchaser to the extent the relevant third-party consents have been obtained, the Inventories, the assignment of Registration Rights, the transfer of title and possession of the Divested Registration Data Packages; the assignment or licensing of Intellectual Property Rights, the Lock ‘N Load Intellectual Property Rights, the Know How, and the Lock ‘N Load Know How, and the assignment of Customer Lists, taking into account local Tax and other filing requirements in respect of the Product Line and/or specific Assets pursuant to the instruments listed at Exhibit 6.2. For the avoidance of doubt, the Parties declare that not all formal documents necessary to record the assignments of intellectual property rights will be signed at Closing, but only those specified in Exhibit 6.2. The parties will work together after Closing to execute all formal documents not specified in Exhibit 6.2 to document and effect the transaction.

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• Purchaser shall pay the Preliminary Purchase Price in accordance with Article 9 and shall make all other payments to be made at Closing under the terms of this Agreement;

• Signing of the License Agreements if and to the extent the conditions and requirements for their execution as set forth explicitly in this Agreement have been fulfilled;

• Signing of the Terbufos Supply Agreement (Exhibit H);

• Purchaser and Seller shall perform, and shall procure that their respective Affiliates perform, any required action at Closing as provided herein.

6.3 At the latest upon Option Closing, the following closing events shall occur:

• Purchaser and Seller shall (i) execute, and shall procure where necessary that their respective Affiliates execute, such Bill of Sale or other instruments; and (ii) perform, and procure where necessary that their respective Affiliates perform, such other actions as are necessary to transfer title to and possession of, the Optioned Assets to Purchaser, including, without limitation, the transfer of title and possession to the tangible Optioned Assets sold pursuant to this Agreement, pursuant to the instruments listed at Exhibit 6.3.

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• Purchaser shall pay the Option Purchase Price listed in Section 9.5 and shall make all other payments to be made at Option Closing under the terms of this Agreement;

• Signing of the Ground Lease;

• Signing of the MSSA.

Article 7

7.1 Hold Separate Arrangements

If and to the extent the transactions to be performed on the Closing Date cannot be fully performed in specific countries (other than the Key Countries) with respect to still pending merger control proceedings or other regulatory reasons, the transactions to be performed on the Closing Date shall be performed to the maximum extent legally possible. The Parties shall in such case agree on all appropriate measures, including “hold separate” arrangements, so that the affected countries can be exempted for the time being (until consummation permitted) from the consummation of the remaining transactions.

Article 8

Covenants

8.1 Third-Party Consents to the Transfer and Assignment of Contracts

Seller and its Affiliates shall make commercially reasonable efforts to obtain as of the Closing Date or at the latest within six (6) months as of the

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Closing Date (i) consents of the third-party contractors to the transfer and assignment of all Contracts to be assigned to Purchaser pursuant to this Agreement as provided in this Agreement. Purchaser shall not be entitled to any claims against Seller or its Affiliates in case third parties refuse their consent or do not grant such letters of access despite such efforts of Seller or its Affiliates to obtain their consent.

Purchaser shall make commercially reasonable efforts to support Seller and its Affiliates to obtain the aforesaid third-party consents.

8.2 Use of Certain Names

8.2.1 Purchaser shall initiate within ninety (90) days after the Closing Date the transfer of all Registration Rights to Purchaser’s (or its designee’s) name, *.

8.2.2 No interest or right to use the name “BASF” or any other corporate name of the BASF Group or any logo, trademark or trade name or any derivation of Seller, or its Affiliates with respect to, or associated with the foregoing, except names, trademarks, trade names or any derivations thereof explicitly transferred pursuant to this Agreement (collectively referred to as “Seller’s Names and Marks”) is to be transferred to Purchaser pursuant to the transactions contemplated hereby, and the use of any of Seller’s Names and Marks in connection with the Product Line by Purchaser shall cease as of the Closing Date unless explicitly provided otherwise hereinafter, or in the Transition Services Agreement.

Purchaser shall be entitled to sell the Inventories in the respective territories transferred to them on the Closing Date and Terbufos containing products manufactured after Closing pursuant to this Agreement which bear Seller’s Names and Marks *

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Purchaser agrees that Seller shall have no responsibility for claims by a third party arising out of, or relating to, the use of any of Seller’s Names or Marks by Purchaser, and Purchaser undertakes to indemnify and hold harmless Seller with respect to any such third-party claims, in particular, without limitation, from claims resulting from the sale of, or otherwise related to, Inventories transferred to Purchaser pursuant to this Agreement.

As from the Closing Date Seller shall, and shall cause its Affiliates to, refrain from using names, trademarks, trade names or any derivations thereof transferred pursuant to this Agreement.

8.3 In the event Purchaser does not elect to purchase the Optioned Assets by December 29, 2007, it shall nonetheless purchase the Optioned Inventories as will remain following the final Seller production under the Terbufos Supply Agreement by separate transaction no later than December 29, 2007, *.

8.4 The Parties acknowledge that in order to continue safe operation of the Manufacturing Equipment beyond the term of the Terbufos Supply Agreement in 2008, the capital expenditures (the “Upgrades”) set forth at Exhibit C of the MSSA must be initiated sufficiently early to ensure that the Upgrades are completed prior to the commencement of the first production campaign after conclusion of the Terbufos Supply Agreement. A tentative, nonbinding schedule for the performance of the Upgrades is set forth at Exhibit 8.4. Upon written notice to Seller that Purchaser wishes installation of the Upgrades to commence, Seller shall do so, utilizing any reasonable system of maintenance capital authorization requests desired by Purchaser and using external professional

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engineering services for all engineering work. Purchaser agrees to reimburse Seller within thirty (30) days of Seller’s or its Affiliate’s invoice therefor. While Seller shall use commercially reasonable efforts to adhere to the tentative installation schedule in response to Purchaser’s notice of commencement, so long as Seller and/or its Affiliates use commercially reasonable efforts to accomplish the installation, they shall have no liability to Purchaser for any deviation from the tentative schedule. Purchaser recognizes that delays in Purchaser’s initiation of the Upgrades may prevent, delay or otherwise adversely affect the ability of Seller or Purchaser to operate the Manufacturing Equipment, and Purchaser accepts all risks associated therewith, and Purchaser further recognizes that if such Upgrades have not been completed upon the Option Closing Date, that Purchaser shall be required at its cost to perform, or arrange with third parties to perform all engineering services needed in connection with the Upgrades remaining to be implemented as of the Option Closing Date. To the extent Upgrades have been performed as of the Option Closing Date, by exercising its option and purchasing the Optioned Assets, Purchaser is accepting such Assets in their then present condition, “as is, where is”, and without warranty.

8.5 *

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Article 9

Purchase Price

9.1 The purchase price for the Assets, subject to adjustment as set forth below, shall amount to:

US$ 42,117,560.00

US Dollars Forty-Two Million One Hundred SeventeenThousand Five Hundred Sixty

“Preliminary Purchase Price” plus applicable VAT and sales taxes, if any, in the amount statutorily required. Seller, if and to the extent statutorily permitted, shall be entitled to waive any VAT exemptions, i.e. to opt for the applicability of VAT taxation. The Preliminary Purchase Price shall be subject to adjustment in accordance with Article 10, below.

The Preliminary Purchase Price is allocated to the Assets as set out in Exhibit 9.1.

9.2 The Preliminary Purchase Price and any applicable VAT and sales tax shall become due and payable at Closing upon contemporaneous transfer and assignment of the Product Line to the following Bank Accounts:

For Brazil only, the amount of * to:

*

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For Romania only, the amount of * to:

*

For Taiwan only, the amount of * to:

*

Remainder of * to BASF Aktiengesellschaft:

*

9.3 The Preliminary Purchase Price and any applicable VAT and sales tax shall be paid at Closing in US Dollars by way of wire transfer free of any costs and fees into the bank accounts set forth under Article 9.2 above.

9.4 VAT and sales tax, if any, under applicable local laws, shall be settled locally between the selling Affiliate and the purchasing Affiliate upon submission of invoices providing for such VAT or sales tax within five (5) Business Days after the receipt of the invoice. No interest shall apply on such tax payments if and to the extent paid within the five (5) Business Days.

9.5 The purchase price for the Optioned Assets amount to:

US *

*

* Optioned Inventory, (“Option Purchase Price”) plus applicable VAT and sales taxes, if any, in the amount statutorily required.

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9.6 The Option Purchase Price and any applicable VAT and sales tax shall become due and payable at the Option Closing upon contemporaneous transfer and assignment of the Optioned Assets to the following Bank Account:

*

9.7 The Option Purchase Price and any applicable VAT and sales tax shall be paid at Closing in US Dollars by way of wire transfer free of any costs and fees into the bank accounts set forth under Article 9.6 above.

Article 10

Adjustment of Preliminary Purchase Price

10.1 The Preliminary Purchase Price shall be adjusted as follows in order to determine the Final Purchase Price:

10.1.1 The Preliminary Purchase Price is based on the assumption that the value of the Inventories to be transferred on Closing hereunder at Local Book Value (as defined in Article 10.1.3) * (“Estimated Inventory Value”). A split of such amount of Estimated Inventory Value by country shall be set forth in Exhibit 9.1.

10.1.2 If, as of the Closing Date, the Final Inventory Value (as defined by and determined in accordance with Article 10.1.3) is higher than the Estimated Inventory Value, then Purchaser shall pay to Seller the difference and, if lower, then Seller shall pay to Purchaser the difference, (“Purchase Price Adjustment Amount”) plus the associated VAT, sales tax and other transfer taxes and duties, if any. The Preliminary Purchase Price plus the Purchase Price Adjustment Amount is the “Final Purchase Price”.

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10.1.3 Seller shall conduct, or shall procure that its respective Affiliates conduct, a physical stock taking of the Inventories and the representatives of Purchaser and its auditors shall be given the opportunity to observe such physical stock taking. As promptly as possible, but in any event within sixty (60) Business Days following the Closing Date, Seller shall deliver to Purchaser an un-audited statement of the value and quantity per Seller or respective Affiliate of the Inventories based on the respective book value of the Inventories as shown in the records of Seller and/or Seller’s respective Affiliates holding such Inventories as of the Closing Date converted to US Dollars at the European Central Bank (ECB) fixed rate as published on the ECB’s website on the Closing Date or should ECB rate not be published for such currency, the exchange rate published on Reuters at 2:30 PM CET (such value being the “Local Book Value”). This combination of Local Book Value, plus a mark-up of five percent (5%) of such Local Book Value (the “Preliminary Inventory Value”) plus VAT, sales tax and other transfer taxes and duties related to the transfer of the Inventory, if any shall be based on the aforesaid physical stock taking. If Purchaser does not object to the Preliminary Inventory Value within twenty (20) Business Days after receipt thereof, the Preliminary Inventory Value shall irrevocably be deemed final for the purposes of this Article 10 (the “Final Inventory Value”). If Purchaser has raised such objections and the Parties have not agreed upon the Final Inventory Value within a further period of twenty (20) Business Days, the determination of the Final Inventory Value shall be referred to the arbitration proceedings pursuant to Article 10.2.

10.2 Seller and Purchaser shall forward remaining disputed items to Ernst & Young or, in the event they are not available or unwilling to take on such an assignment, to another international accounting firm reasonably acceptable to both Parties, who shall for purposes of determining the Final Inventory Value act as expert arbitrator.

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The Parties shall be given the opportunity to present their case to the expert arbitrator in the English language in writing and orally. The expert arbitrator shall discuss with the Parties, who shall give reasons with respect to, the various issues that are controversial. Accounting standards as referred to or defined in this Agreement and the Exhibits to this Agreement (IFRS) shall be binding upon the expert arbitrator. The expert arbitrator shall not decide on legal issues.

The Parties shall advance and bear all fees, costs and expenses of the expert arbitrator on first written request in equal parts, and each Party shall bear its own costs and the costs of its advisers and counsel, except where the expert arbitrator decides otherwise on the allocation of the costs and expenses of the proceedings in his equitable discretion, including reasonable expenses of the Parties and reasonable fees and expenses of their advisers and counsel, taking into account the difference in his decision to the original positions and motions of the Parties.

10.3 The Purchase Price Adjustment Amount under Article 10.1 plus VAT, sales tax and other transfer taxes and duties, if any, shall be due and payable within ten (10) Business Days after the Final Inventory Value has been agreed or determined. Seller shall prepare, upon agreement or determination of the Purchase Price Adjustment Amount, a list of Final Inventory Value by country which shall be annexed as Exhibit 10.3. The Purchase Price Adjustment Amount due by one or the other Party shall bear interest at a rate of six percent (6%) p.a. (30/360) from the Closing Date until the actual date of payment.

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10.4 Seller shall, and shall cause Seller’s Affiliates to, issue invoices to Purchaser for the Preliminary Purchase Price under Local Asset Sale and Purchase Agreements. The local Inventories existing on the Closing Date shall be adjusted (Final Inventory Value) in accordance with the procedure described in Article 10.1.3.

10.5 The Preliminary Inventory Value and the Final Inventory Value (excluding VAT and other transfer taxes or dues) which shall be payable pursuant to the Local Asset Sale and Purchase Agreements shall be deemed fully settled with the payments by Purchaser of the Preliminary Purchase Price and the Final Purchase Price, respectively. The Local Asset Sale and Purchase Agreements shall provide the Preliminary Inventory Value in USD and the equivalent in local currency of the selling country converted at the ECB fixing rates as published on the ECB’s website two (2) Business Days before the Closing Date. Should ECB Rates not be published for a currency, the exchange rate published on Reuters at 2:30 p.m. CET would be applicable. The Local Asset Sale and Purchase Agreement will be adjusted after the determination of the Final Inventory Value. Notwithstanding the above, in countries where required due to local legislation the Preliminary Inventory Value as specified in the Local Asset Sale and Purchase Agreement has to be settled locally, Seller shall pay to its relevant Affiliates the Final Inventory Value (excluding VAT and other transfer taxes and dues) in the name and on behalf of Purchaser. Whenever a payment allocation from Seller to its Affiliate pursuant to the preceding sentence is restricted by local legislation, such corresponding payment shall be made to Seller’s local Affiliate by Purchaser. In the event that the determination of the Final Purchase Price results in a refund to Purchaser and local law prohibits the transfer of funds from Seller’s Affiliate to Purchaser, Seller agrees to make payment of such refund directly to Purchaser on account of Seller’s Affiliate.

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Article 11

Guarantees of Seller

Seller grants to Purchaser independent guarantees (selbständige Garantieversprechen) pursuant to Article 311 para. 1 BGB (German Civil Code) within the scope defined in Article 11.1 for the facts and circumstances set out in Article 11.2. Both Parties confirm that they explicitly agree that the guarantees in this Article 11 are not granted, and shall not be qualified as, “Beschaffenheitsgarantien” within the meaning of Articles 276, 444 BGB (German Civil Code).

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11.1 Scope of Independent Guarantees

11.1.1 General/Recoverable Losses

In the event of any breach or non-fulfilment by Seller of any of the guarantees pursuant to this Article, Seller shall be liable for putting Purchaser into the same position that it would have been in if the guarantee had been correct or not been breached (Naturalrestitution), or, if and to the extent Seller fails to cure the breach or non-fulfilment within a period of three (3) months after notification by Purchaser, to pay damages for non-conformance (Schadensersatz wegen Pflichtverletzung), provided, however, that the guarantees shall only cover actual loss incurred by Purchaser, and shall not cover internal administration or overhead costs of Purchaser and its Affiliates, consequential damages (Folgeschäden), loss of profits (entgangener Gewinn), punitive damages or loss of goodwill or reputational damage or any argument that the Final Purchase Price was calculated upon incorrect assumption.

11.1.2 Overall Scope of Seller’s Liability pursuant to this Agreement

Seller’s aggregate liability under this Agreement, including, but not limited to, any and all claims for breach of any of the guarantees pursuant to this Article 11, but excluding Seller’s obligations under Articles 2.1.7, 4.1 and 4.3 and any breach based upon Seller’s fraud (all of which shall have no limitation), shall be limited to * of the Final Purchase Price (the “Overall Cap”).

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11.1.3 De Minimis and Basket Amount

Except for Seller’s obligations under Articles 4.1 and 4.3 as well as breaches based upon Seller’s fraud, all of which shall have no limitation, guarantees under this Article 11 shall only cover those cases in which Purchaser due to a breach of a guarantee suffers in the individual case actual damage exceeding * (the “De Minimis Amount”), and, in addition, Purchaser shall only be entitled to claims for breach of guarantees pursuant to this Article 11 if the aggregate damage due to breaches of guarantees exceeding the total of US * have occurred (the “Basket”), in which case Purchaser shall be entitled to claim the amount exceeding the Basket.

11.1.4 Third-party Claims

If Purchaser is sued or threatened to be sued by a third party, including without limitation any governmental entity, or if Purchaser is subjected to any audit or examination by any Tax authority, which may give rise to a claim of Purchaser pursuant to this Article 11, Purchaser shall give Seller prompt written notice of such third-party claim (but in no event later than ten (10) Business Days after Purchaser became aware of such claim). Purchaser shall ensure that Seller shall be provided with all materials, information and assistance relevant in relation to the third-party claim, be given reasonable opportunity to comment or discuss with Purchaser any measures which Seller proposes to take or omit in connection with a third-party claim. No admission of liability shall be made by Purchaser and the third-party claim shall not be compromised, disposed of, or settled without the prior written consent of Seller. Further, Seller shall be entitled at its own discretion and expense to take such action, or cause Purchaser to take such action as Seller shall deem necessary to avoid, dispute, deny,

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defend, resist, appeal, compromise, or contest such third-party claim in the name and on behalf of Purchaser. Purchaser shall give, subject to it being paid all reasonable out-of-pocket costs and expenses, all such information and assistance, as described above, including access to premises and personnel and including the right to examine and copy or photograph any assets, accounts, documents, records and electronically stored data, for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any such claim or liability as Seller or its professional advisers may reasonably request.

To the extent that Seller is in breach of a guarantee, all out-of-pocket expenses reasonably incurred by Purchaser in defending such third-party claim in accordance with instructions from Seller shall be borne by Seller. If it turns out that Seller was not in breach, any out-of-pocket expenses reasonably incurred by Seller in connection with the defence shall be borne by Purchaser. In case of a breach of the aforesaid obligations, Purchaser shall only be entitled to claim damages based on the respective breach of guarantee (i) if and to the extent the damage suffered did not result from Purchaser’s breach of the aforementioned obligations, and (ii) if and to the extent Seller or its Affiliates did not lose claims for indemnification against any third party as a result of Purchaser’s breach of obligation.

11.1.5 Mitigation

Seller shall not be liable for, and Purchaser shall not be entitled to bring, any claim under or in connection with this Agreement if and to the extent that such claim result from Purchaser causing the relevant facts or circumstances underlying the breach of the guarantee or a failure by Purchaser to avoid or to mitigate damages pursuant to Section 254 BGB.

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11.1.6 Notification of Claims

Purchaser undertakes to inform Seller in writing of any claims for breach of guarantee immediately after Purchaser becomes aware of such breach (but in no event later than twenty (20) Business Days thereafter). Such written notice shall specify in reasonable detail the facts upon which an alleged possible claim is based. In case of a breach of the aforesaid obligations, Purchaser shall only be entitled to claims based on the respective breach of guarantee (i) if and to the extent the damage suffered did not result from Purchaser’s breach of the aforementioned obligations, and (ii) if and to the extent Seller or its Affiliates did not lose claims for indemnification against any third party as a result of Purchaser’s breach of obligation.

11.1.7 Third Party Indemnification

Seller and/or Seller’s Affiliate shall not be liable for, and Purchaser shall not be entitled to bring, any claim under or in connection with this Agreement if and to the extent that the matter to which the claim relates is subject of or a reasonably enforceable and collectible claim for repayment or indemnification against a third party, including in particular, without limitation, insurers. In case of a dispute between the Parties as to whether such a claim is reasonably enforceable or collectible, the terms of BGB 203 shall apply.

11.1.8 Reserved

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11.1.9 Knowledgeable Persons on Seller’s Side

If guarantees or licenses in Exhibits 2.1.6(a) or (b) refer to the knowledge (or best knowledge, as the case may be) of Seller and/or Seller’s Affiliate, this means the actual knowledge of the members of the Board of Executive Directors (Vorstand) of Seller, the knowledge of the President, the Senior Vice Presidents, and the Group Vice Presidents of Seller’s Agricultural Products Division, and the persons directly reporting to the Group Vice Presidents.

11.2 Guarantees of Seller

All guarantees following hereinafter, unless explicitly provided otherwise, shall be given as of the Closing Date, and (other than Article 11.2.2) only with respect to the Product Line and not with respect to the Optioned Assets, provided, however, that all guarantees are granted only with the extent, scope and content as defined in Article 11.1 and subject to the limitations pursuant to Article 11.3 through 11.5.

11.2.1 Necessary Corporate Action of Seller

This Agreement has been approved on the part of Seller and its Affiliates by requisite corporate action and the instruments and documents referred to herein and the transactions contemplated hereby have been approved by requisite corporate action of Seller and its Affiliates.

11.2.2 Assets

Seller is entitled to freely transfer, dispose of or license (as the case may be) the Assets and the Optioned Assets to be transferred or licensed hereunder, (other than the assigned Contracts) without requiring the further consent of any third party and without such transfer or license infringing any rights of a third party. Except as set forth in Exhibit 11.2.2,

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Seller, or an Affiliate of Seller holds legal and economic title to all Assets and such Assets are free from any encumbrances or other rights granted to any third party except for statutory liens or retentions of title in the ordinary course of business.

11.2.3 Intellectual Property Rights

(a) Exhibits 2.1.5(a)(1), 2.1.5(b), and 2.1.6(a), contain lists of Intellectual Property Rights and Lock ‘N Load Intellectual Property Rights owned or co-owned (with respect to the patent family with BASF code ACY 31054, which is co-owned by BASF and Deere & Company) by, and in the possession of, Seller and/or its Affiliates and, as indicated in the Exhibits, exclusively or non-exclusively used by the Product Line. Seller and/or Seller’s Affiliates are unrestricted owner or exclusively entitled to use the Intellectual Property Rights, and exclusively entitled to use and license the Lock ‘N Load Intellectual Property Rights except for the patent family with BASF code ACY 31054, and non-exclusively entitled to use and license the Lock ‘N Load Intellectual Property Rights of the patent family with BASF code ACY 31054 for the Product Line. Except for * there are no license agreements entered into by Seller and/or Seller’s Affiliates as licensors related to the Product Line under the Intellectual Property Rights or Lock ‘N Load Intellectual Property Rights.

(b) Except as set forth on Exhibit 11.2.3, to Seller’s and/or Seller’s Affiliates best knowledge third parties have not made any allegations to Seller and/or Seller’s Affiliates as to any infringements with respect to Intellectual Property Rights and Lock ‘N Load Intellectual Property Rights as under (a) above and exclusively or non-exclusively used by the Product Line by Seller

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and/or Seller’s Affiliate, and to Seller’s and/or Seller’s Affiliates best knowledge on the date hereof, there exist no circumstances that would give rise to such allegations of third parties.

(c) Except as set forth on Exhibit 11.2.3, no litigation is pending and to Seller’s and/or Seller’s Affiliate’s best knowledge no material litigation threatened wherein Seller or its respective Affiliate are accused of infringing or otherwise violating any intellectual property of third parties by use of the Intellectual Property Rights and Lock ‘N Load Intellectual Property Rights used by the Product Line, nor have Seller or its Affiliates received notice of any such violation nor are there, to Seller’s and/or Seller’s Affiliate’s best knowledge, any facts presently existing that are reasonably likely to give rise to such a claim.

(d) No guarantee is given with respect to the secrecy or the efficiency to reach the technical results obtained in past practice by Seller of Know How or Lock ‘N Load Know How transferred to Purchaser pursuant to this Agreement.

11.2.4 Product Registrations

All Registration Rights of the Terbufos Active Substance and the Terbufos Formulations as listed in Exhibit 2.1.1(a) are validly existing and there are no circumstances justifying any invalidation or restriction of the Registration Rights or the Registration Data Packages.

11.2.5 Organization of Seller.

Seller is a corporation duly organized, validly existing and in good standing under the laws of the Federal Republic of Germany, with

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full power and authority, corporate and other, directly, or through its Affiliates to own or lease its property and assets and to carry on the Product Line as presently conducted.

11.2.6 Financial Information.

The gross revenue of the Product Line for the Year(s) 2004 and 2005 set forth on Exhibit 11.2.6 was prepared according to IFRS.

11.2.7 The Assets

Except as set forth in Exhibit 11.2.7, the Assets, together with the rights of Purchaser under this Agreement or any other Closing documents, are sufficient to conduct the business of Product Line as conducted on or prior to the Closing Date. The documents of transfer to be executed and delivered by Seller and Seller’s Affiliates at the Closing will be sufficient to convey good and marketable title to the Assets to Purchaser.

11.2.8 Legal Compliance

Seller and/or Seller’s Affiliates are not in violation of any federal, provincial, state or local statutes, laws or regulations applicable to the Product Line, and Seller and/or Seller’s Affiliates have not received any notice in writing or orally alleging any such violations or potential violations, except those which would not have a Material Adverse Effect on the Product Line when taken as a whole.

11.2.9 Contracts

(a) Except as set forth on Exhibit 11.2.9(a), Seller or Seller’s Affiliates has no knowledge of any default under any Contract which default has not been cured or waived, except for such

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defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Seller’s knowledge, there is no event or circumstance which, with the passage of time or the giving of notice or both, would constitute a material default or breach by Seller or Seller’s Affiliates, or would give rise to any right of termination or acceleration thereunder except for such default, breach, termination or acceleration as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Sellers’ knowledge, there is no assertion by any third party of any claim of material default or breach under any of the Contracts, except for such claim as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)

With respect to each Contract: (A) it is legal, valid, binding, and in full force and effect; (B) it will continue to be legal, valid, binding, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby.

(c) No Contract not listed on Exhibit 11.2.9 has an annual value to or obligation from Seller exceeding one hundred thousand dollars (US$100,000).

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11.2.10 Litigation

Except as set forth in Exhibits 11.2.3 and 11.2.10, there are no lawsuits, actions, proceedings, claims, orders or investigations by or before any governmental authority pending or to Seller’s and/or Seller’s Affiliates’ best knowledge, threatened against Seller and/or Seller’s Affiliates relating to the Product Line, the Assets, or any product alleged to have been manufactured or sold by the Product Line or seeking to enjoin the transactions contemplated hereby.

11.2.11 Conduct of Business Concerning Product Line

Except as set forth in Exhibit 11.2.11, since January 1, 2005 through the Closing Date, Seller and/or Seller’s Affiliates have operated the business concerning the Product Line in the ordinary course of the Product Line consistent with past practices, including but not limited to the level of sales of Products (i.e. no inventory “load up” with customers).

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11.2.12 Registration Obligations

To Seller’s knowledge, as of Closing, the obligations of the holder of the Registration Rights is to respond to any data call ins, requests for information, or other regulatory requirements which would, under applicable law, be a condition of maintaining any such Registration Rights.

11.3 Limitation

All claims of Purchaser arising under this Article 11 shall be time-barred on the second anniversary of the Closing Date.

11.4 Sole Remedy

Purchaser agrees that its sole and exclusive remedy with respect to any and all damage or loss incurred by it relating to the subject matter of this Agreement - except for claims based on breach of secondary obligations (including breach of covenants pursuant to Article 8) by Seller, which shall be governed by Section 280 (1) German Civil Code (BGB) - shall exclusively be governed by this Article 11. To the extent legally permissible, all other statutory or contractual claims relating to the subject matter of this Agreement are explicitly excluded, in particular, without limitation, any claims for reduction of the purchase price (Minderung) or improvement (Nacherfüllung) based on faultiness of the object of purchase (Ansprüche wegen Mängeln des Kaufgegenstands), rights or claims based on interference with the inherent basis of the Agreement (Störung der Geschäftsgrundlage, Section 313 BGB), damage claims for breaching an obligation in connection with the preparation or negotiation of this Agreement by the Parties or their representatives prior to the conclusion of this Agreement (culpa in contrahendo), compensation of expenses (Aufwendungsersatz, Sections 437 no. 3, 284 BGB), compensation instead of performance (Schadenersatz statt der Leistung), extraordinary termination (Section 314 BGB), rescission (Rücktritt) or challenge (Anfechtung).

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11.5 Statements Made Outside this Agreement

Purchaser accepts and acknowledges that no guarantee is given with respect to the correctness or completeness of any information received, or provided, outside this Agreement and the Exhibits thereto, in particular, without limitation, with respect to any information included in the data room, provided in response to additional due diligence requests of Purchaser or otherwise by Seller, its representatives, employees or advisors.

Article 12

Guarantees of Purchaser

Purchaser hereby guarantees by way of an independent guarantee (selbständiges Garantieversprechen) pursuant to Article 311 para. 1 BGB (German Civil Code):

12.1 Representations

(a) Purchaser is duly incorporated and validly existing under the laws of California and has all requisite corporate power and authority to own its assets and to carry out its business, and the execution and performance of this Agreement and the transactions contemplated hereby do not conflict with, or result in a breach of, the articles of association or by-laws of Purchaser.

(b) Purchaser is not aware of any facts or circumstances that could give rise to claims against Seller pursuant to Article 11.

(c) As of the date of this Agreement, Purchaser has no written or oral agreements or understandings with any third parties to (a) collaborate

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in a joint bid for the purchase of the Product Line or (b) jointly develop or exploit the Product Line after the closing of the transactions contemplated by this Agreement.

12.2 Indemnification

In the event that Purchaser is in breach (i) of any guarantee pursuant to Article 12.1, (ii) of any covenant or agreement hereunder, or (iii) Purchaser is in default or non-compliance with any Assumed Liability and/or obligation under this Agreement, Purchaser shall indemnify and hold harmless Seller from any loss or damage incurred by Seller in connection therewith. All claims of Seller arising under Article 12.2 (i) shall become time barred mutates mutandis in accordance with Article 11.3. All other claims of Seller arising under Article 12.2 shall not be time-barred.

Article 13

Taxes

13.1 Registration with Local Tax Authorities

Purchaser shall be solely responsible for taking all actions any carrying out all formalities necessary for the registration (where applicable) of the transfer of local components of the Product Line with any relevant local Tax authorities, provided, however, that Seller shall execute and deliver all instruments or documents reasonably requested by Purchaser in connection therewith against reimbursement for reasonable out-of-pocket costs and expenses incurred in connection therewith.

The Parties hereby explicitly acknowledge and agree that the terms and conditions of the transfer to Purchaser of any local components of the

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Product Line (including payment terms) shall be as provided in this Agreement, and that the provisions of this Agreement shall supersede any contrary provision contained in the afore-mentioned instruments and documents. Moreover, there can be no double recovery for Purchaser under both this Agreement and the afore-mentioned instruments or documents.

13.2 Taxes incurred by the Contemplated Transactions

All Taxes incurred in connection with the execution and implementation of this Agreement other than income Taxes of Seller resulting from taxation of profit from sale of the Assets shall be borne by Purchaser.

13.3 Miscellaneous

To the fullest extent permitted by law, the Parties agree to treat all payments made under this Article 13 or under any other indemnity provision contained in this Agreement, and for any misrepresentations or breach of guarantees, as adjustments to the Purchase Price for all Tax purposes.

Article 14

Reserved

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Article 15

Transition Services Agreement

Simultaneously herewith, the Parties shall execute and deliver a Transition Services Agreement in the form set forth in Exhibit 15.

Article 16

Additional Covenants

16.1 Non-compete Covenant

For a period of three (3) years following the Closing Date Seller shall not, and shall cause its Affiliates not to manufacture, formulate, sell, distribute or otherwise market any agricultural or specialty product containing Terbufos Active Substance as its active ingredient worldwide. Sellers and its Affiliates shall, in particular, neither directly nor indirectly, establish or participate or otherwise engage in any business which manufactures, formulates, distributes or otherwise markets any agricultural or specialty product containing Terbufos as its active ingredient.

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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK.

16.2 Purchaser’s Requests/Seller’s Efforts

If and to the extent the execution of any service, supply or license agreement or of any other agreement referred to in this Agreement is subject to Purchaser’s prior request, such request shall be made by Purchaser in writing in due time and due course, but in no event later than on the fifth (5^th) Business Day before the Closing Date.

16.3 Access to Books and Records; Post Closing Cooperation

From and after the Closing, each Party will afford the other, its counsel and accountants, during normal business hours and without unreasonable interference with the operation of that Party’s business, access to any books and records in its possession relating to the Product Line and the right to make copies and extracts there from, to the extent that such access may be reasonably required in connection with (i) determination of Final Inventory Values, (ii) the preparation of financial statements and Tax returns or in connection with any Tax audit, (iii) the determination or enforcement of rights and obligations under this Agreement or the ancillary agreements thereto, (iv) compliance with the requirements of any governmental authority, (v) the determination or enforcement of the rights and obligations of any indemnified party, or (vi) in connection with any actual or threatened action, except to the extent that furnishing any such books or records or portion thereof pursuant to this Article 16.3 would violate any legal requirement or governmental order. Each Party agrees for a period extending seven (7) years after the Closing Date (and through the expiration of any statutory limitation period with respect to tax matters) not to destroy or otherwise dispose of any such books and records related to the Product Line unless such Party shall first offer in writing to surrender such books and records to the other Party and such other Party shall

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agree in writing to take possession thereof during the ninety (90) day period after such offer is made.

Such access made shall be made subject to the assumption by the receiving Party of usual and customary obligations of confidentiality with respect to such material.

16.4 No Solicitation

From the Signing Date and for a period of two (2) years following the Closing Date, Purchaser shall not, directly or indirectly, (i) actively solicit or induce any employee of Seller or any of its Affiliate to leave such employment and become an employee of Purchaser or any of its Affiliates or (ii) employ or agree to employ any person who was an employee of Seller or any Affiliate of Seller on the date of this Agreement; provided, however, that (x) nothing in this Section 16.4 shall prohibit Purchaser or any of its Affiliates from employing any person who contacts them on his or her own initiative and without any direct or indirect solicitation by Purchaser or any of its Affiliates, other than a general solicitation to the public.

16.5 Further Assurance and Cooperation.

In the event that at any time after Closing any further action is necessary to carry out the purposes of this Agreement, Seller or Purchaser, as the case may be, shall take all such action without any further consideration therefore.

16.6 Confidentiality of Know How

Seller shall undertake to keep secret and confidential and to withhold from third parties the Know-How transferred to Purchaser under Section 2.1.5 of this Agreement.

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Purchaser shall undertake to keep secret and confidential and to withhold from third parties the Know-How licensed to Purchaser under Section 2.1.6(a) of this Agreement, except when the disclosure of such Know-How is necessary to conduct the Terbufos business, including maintaining and obtaining registrations and including granting sublicenses to third parties according to Exhibit 2.1.6(a), Article 2 and Exhibit 2.1.6(b), Article 2.1. If not required otherwise by governmental or judicial obligations, Purchaser shall disclose such Know-How to third parties under an obligation of confidentiality.

Article 17

Miscellaneous

17.1 Expenses and Fees

Each Party shall bear its own costs and expenses in connection with the preparation, execution and implementation of this Agreement, including any and all professional fees of its legal, tax and financial advisers.

The following costs and fees in connection with the preparation and implementation of this Agreement shall be borne by Purchaser (who shall reimburse Seller for such costs if and to the extent disbursed by Seller): notarial fees, registration costs (including, without limitation, registration costs for transfer and recordation thereof of Registration Rights, Intellectual Property Rights, Lock ‘N Load Intellectual Property Rights etc.), as well as fees imposed by any competent cartel authority.

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17.2 Notices

17.2.1 All notices in connection with this Agreement and its execution shall be given to the respective Parties by (i) telecopier, (ii) hand delivery or (iii) registered letter with receipt confirmed and shall be considered delivered in all respects when delivered as follows:

(a) as to Seller:	BASF Aktiengesellschaft
	Carl-Bosch-Strasse 64
	Limburgerhof, Rheinland-Pfalz
	Germany D-67117
	Fax no.: +49 – 0621 – 60-27925
	Attn: Group VP Global Strategic Marketing Agricultural Products

(b) as to Purchaser:
	American Vanguard Corporation
	4695 MacArthur Court, Suite 1250
	Newport Beach, California 92660
	Attn: Eric G. Wintemute
	Fax No: (949) 260-1201

17.2.2 The above addresses shall remain valid unless and until the other Party has been notified in writing in German or English by registered mail of any change of address, provided, however, that a change of address and/or the authorised receiving agent shall be valid only if the new address of service is an address within the Federal Republic of Germany or the United States of America.

17.3 Amendments

Amendments and alterations of this Agreement have to be in writing, unless notarisation is required. This shall also apply to a waiver of the written form.

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17.4 Default Interest Rate

Unless otherwise specified in this Agreement, if either Party is in default of payment as of any payment date pursuant to this Agreement, the outstanding amount shall bear interest as from the respective payment date until, but not including, the day of actual payment at seven percent (7%) per annum.

17.5 Reserved.

17.6 Entire Agreement

This Agreement constitutes the full understanding of the Parties and the complete and exclusive statement of the terms and conditions of the agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement.

17.7 Successors

This Agreement shall be binding on any legal successors of the Parties. This Agreement may not be assigned by any Party to any third parties without the prior written consent of the other Party.

17.8 Confidentiality

No public announcement concerning the transactions contemplated by this Agreement shall be made by either Party unless the form and text of such announcement shall first have been approved by the other Party except that if the other Party is required by law or by applicable stock exchange regulations to make an announcement it may do so after first consulting with the other Party, if practicable. The Parties mutually undertake to keep the contents of this Agreement secret and confidential vis-à-vis any third party, except either Party’s accountants, attorneys,

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lenders and professional advisers having a need to know. This shall not apply to the extent that they are forced to disclose the same by statutory provision or administrative decree. In such case, the Parties shall, however, inform each other prior to such disclosure and shall limit the same to the minimum required by statute or the authorities.

The Confidentiality Agreement between Purchaser and Seller dated June 14, 2006 shall remain in full force and effect.

17.9 Severability

If any provision of this Agreement should be or become invalid or if this Agreement does not address any specific situation, then all other provisions of this Agreement shall not be affected thereby. Instead of such invalid provision or in order to provide a provision to fill the gap, such provision shall be deemed to have been agreed upon which, as close as legally possible, complies with the purpose and intent of the Parties with the invalid provision, especially with respect to any measure of performance, time or period provided therein, or which reflects what the Parties would have agreed upon if they had considered such situation.

17.10 Governing Law

This Agreement is subject to, and shall be governed by, the laws of Germany (excluding laws of conflicts and uniform laws or conventions), unless the application of a foreign law is compulsory.

17.11 Arbitration

Except as set forth in Article 10.2 hereof, any dispute arising out of or in connection with this Agreement, including any dispute regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the American Arbitration

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Association, which Rules shall be deemed to be incorporated by reference into this clause. The tribunal shall consist of three (3) arbitrators, of whom each of Seller and Purchaser shall be entitled to nominate one (1) and the third (3^rd) of whom shall be nominated by the arbitrators nominated by Seller and Purchaser. The place of arbitration shall be Washington, D.C., USA and the language of arbitration shall be English.

17.12 Conflicts between this Agreement and related implementation agreements

Seller and Purchaser agree that the provisions of this Agreement shall supersede any and all provisions of the implementation and ancillary agreements and Sales and Purchase Agreements to be entered into in accordance with this Agreement and the Exhibits hereto, notwithstanding (i) any provisions to the contrary in these implementation and ancillary agreements, (ii) that these implementation and ancillary agreements will be executed after the Closing Date hereof, and (iii) that the parties to these implementation and ancillary agreements may not be Seller and Purchaser. Seller and Purchaser undertake to procure that their respective Affiliates adhere to the provisions of this Agreement, including this provision.

17.13 Counterparts.

Facsimile signatures shall be considered original for all purposes. This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which constitute one and the same agreement.

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Executed as of this 27^th day of November, 2006

BASF Aktiengesellschaft	AMVAC Chemical Corporation
Name:	Name:
Title:	Title:

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List of Exhibits

Exhibit A-1	Raw Materials Located at Helena to be Sold
Exhibit A-2	Raw Materials Located at Hannibal, Missouri to be Optioned
Exhibit A-3	T/C Site
Exhibit B	Lock ‘N Load Containers and Parts to be Transferred
Exhibit C	Terbufos Active Substance
Exhibit D	Terbufos Formulations
Exhibit E	Manufacturing Equipment (same as MSSA, Exhibit A)
Exhibit F	Ground Lease
Exhibit G	Manufacturing and Shared Services Agreement
Exhibit H	Terbufos Supply Agreement
Exhibit I	Know-How [post-closing]
Exhibit J	Lock ‘N Load Know-How [post-closing]
Exhibit 2.1.1(a)	Terbufos Registration Rights primarily related to the Product Line
Exhibit 2.1.1(b)	Terbufos supporting Divested Registration Data Packages
Exhibit 2.1.5(a)(1)	Intellectual Property Rights exclusively related to the Product Line - Trade Marks and Patents
Exhibit 2.1.5(a)(2)	Intellectual Property Rights exclusively related to the Product Line - Customer List
Exhibit 2.1.5(b)	Lock ‘N Load Intellectual Property Rights – Trade Marks and Patents
Exhibit 2.1.6	License Agreement to IP not Exclusively Related to the Product Line

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Exhibit 2.1.6(a)	Licensed Intellectual Property Rights, Registration Rights and Registration Data Packages
Exhibit 2.1.7	Material Safety Data Sheets and Product Specifications
Exhibit 2.1.8	List of Contracts
Exhibit 2.4	Local Asset Sale and Purchase Agreement (Template)
Exhibit 6.2	List of Documents to be Executed at Closing
Exhibit 6.3	List of Documents to be Executed at Option Closing
Exhibit 8.4	Tentative Nonbinding Schedule of Upgrades to T/C Unit
Exhibit 8.5	Wyeth Indemnity Provisions
Exhibit 9.1	Preliminary Purchase Price Allocation
Exhibit 10.3	Final Inventory Value (provided after Closing)
Exhibit 11.2.2	Assets requiring consent for disposal
Exhibit 11.2.3	Intellectual Property Litigation
Exhibit 11.2.6	Financial Information
Exhibit 11.2.7	The Assets
Exhibit 11.2.9(a)	Contracts
Exhibit 11.2.10	Litigation
Exhibit 11.2.11	Conduct of Business
Exhibit 15	Transitional Services Agreement

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EX-10.14

EXHIBIT 10.14

CREDIT AGREEMENT

Dated as of December 15, 2006

Among

AMVAC CHEMICAL CORPORATION

as Borrower,

AMERICAN VANGUARD CORPORATION

GEMCHEM, INC.

2110 DAVIE CORPORATION

as Guarantors

BANK OF THE WEST

as Agent, Swing Line Lender

and

L/C Issuer,

BMO CAPITAL MARKETS

as Documentation Agent

And

The Other Lenders Party Hereto

BANK OF THE WEST

As Arranger and Syndication Agent

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS	1
1.01 Defined Terms	1
1.02 Other Interpretive Provisions	19
1.03 Accounting Terms	19
1.04 Rounding	19
1.05 Times of Day	19
1.06 Letter of Credit Amounts	19
ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS	20
2.01 Revolving Loans; Term Loans	20
2.02 Revolving and Term Borrowings, Conversions and Continuations	20
2.03 Letters of Credit	21
2.04 Swing Line Loans	27
2.05 Prepayments	29
2.06 Termination or Reduction of Revolving Commitments	29
2.07 Repayment of Loans	30
2.08 Interest	31
2.09 Fees	31
2.10 Computation of Interest and Fees	31
2.11 Evidence of Debt	32
2.13 Payments Generally; Agent’s Clawback	32
2.14 Sharing of Payments	33
2.15 Additional Term Commitments	34
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	35
3.01 Taxes	35
3.02 Illegality	36
3.03 Inability to Determine Rates	36
3.04 Increased Costs	36
3.05 Compensation for Losses	37
3.06 Mitigation Obligations	38
3.07 Survival	38
ARTICLE IV. GUARANTY	38
4.01 Guaranty	38
4.02 Guaranty to be Absolute	38
4.03 Authorized Action	38
4.04 Guarantors’ Waivers	39
4.05 Waivers of Subrogation and Other Rights	39
4.05 Right to Non-judicially Foreclose	39
4.06 Revival and Reinstatement	40
4.07 Information Regarding Borrower	41
4.08 Subordination	41
4.09 Additional and Independent Obligations	41
ARTICLE V. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	41
5.01 Conditions of Initial Credit Extension	41
5.02 Conditions to all Credit Extensions	42
ARTICLE VI. REPRESENTATIONS AND WARRANTIES	43
6.01 Financial Condition; No Change	43
6.02 Corporate Existence; Power; Etc.	43
6.03 Authorization; No Contravention	43
6.04 Binding Effect	44
6.05 Governmental Authorization; Other Consents	44

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6.06 Litigation	44
6.07 Taxes	44
6.08 Margin Regulations; Investment Company Act	44
6.09 Subsidiaries	44
6.10 ERISA Compliance	44
6.11 Ownership of Property; Liens	45
6.12 No Default	45
6.13 Insurance	45
6.14 Disclosure	45
6.15 Compliance with Laws	45
6.16 Environmental Compliance	46
6.17 Security Documents	46
6.18 Solvency	46
6.19 Intellectual Property; Licenses, Etc.	46
ARTICLE VII. AFFIRMATIVE COVENANTS	46
7.01 Financial Statements	46
7.02 Certificates; Other Information	47
7.03 Payment of Indebtedness	48
7.04 Maintenance of Existence and Properties	48
7.05 Inspection of Property; Books and Records; Discussions	48
7.06 Notices	48
7.07 Maintenance of Insurance	49
7.08 Environmental Compliance	49
7.09 ERISA	49
7.10 Permitted Hedges	50
7.11 Payment of Obligations	50
7.12 Compliance with Laws	50
7.13 Books and Records	50
7.14 Use of Proceeds	51
7.15 Collateral; Guarantors	51
ARTICLE VIII. NEGATIVE COVENANTS	51
8.01 Liens	51
8.02 Investments	52
8.03 Funded Debt	52
8.04 Fundamental Changes	52
8.05 Acquisitions	52
8.06 Investments; Advances	53
8.07 Dispositions	53
8.08 Change in Nature of Business	53
8.09 Financial Covenants	53
8.10 Capital Expenditures	54
8.11 Hedge Agreements	54
8.12 Transactions with Affiliates; Creation of Subsidiaries	54
8.13 Burdensome Agreements	54
8.14 Use of Proceeds	54
ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES	54
9.01 Events of Default	54
9.02 Remedies Upon Event of Default	56
9.03 Application of Funds	56
ARTICLE X. AGENT	57
10.01 Appointment and Authorization of Agent	57
10.02 Rights as a Lender	57

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10.03 Exculpatory Provisions	57
10.04 Reliance by Agent	58
10.05 Delegation of Duties	58
10.06 Resignation of Agent	58
10.07 Non-Reliance on Agent and Other Lenders	59
10.08 No Other Duties, Etc.	59
10.09 Agent May File Proofs of Claim	59
10.10 Guaranty Matters	60
10.11 Collateral Matters	60
ARTICLE XI. MISCELLANEOUS	61
11.01 Amendments, Etc.	61
11.02 Notices; Effectiveness; Electronic Communications	62
11.03 No Waiver; Cumulative Remedies	63
11.04 Expenses; Indemnity; Damage Waiver	63
11.05 Payments Set Aside	65
11.06 Successors and Assigns	65
11.07 Treatment of Certain Information; Confidentiality	68
11.08 Right of Setoff	69
11.09 Interest Rate Limitation	69
11.10 Counterparts; Integration; Effectiveness	69
11.11 Survival of Representations and Warranties	69
11.12 Severability	70
11.13 Governing Law; Jurisdiction; Etc.	70
11.14 Waiver of Jury Trial	70
11.15 California Judicial Reference	71
11.16 No Advisory or Fiduciary Responsibility	71
11.17 USA PATRIOT Act Notice	71
11.18 Amendment of Security Documents; Effect of Amendment and Restatement	71

SCHEDULES

2.01	Commitments and Applicable Percentages
11.02	Agent’s Office, Certain Addresses for Notices

EXHIBITS

FORM OF
A	Loan Notice
B	Compliance Certificate
C	Security Agreement

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of December 15, 2006, among AMVAC CHEMICAL CORPORATION, a California corporation ( “Borrower”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), 2110 DAVIE CORPORATION, a California corporation (“2110 Davie” and, collectively, with American Vanguard and GemChem, “Guarantors”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), BANK OF THE WEST, as Agent, Swing Line Lender and L/C Issuer, and BMO CAPITAL MARKETS, as Documentation Agent.

Borrower has requested that Lenders provide credit facilities to it, and Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, Borrower and each other party to this Agreement covenants and agrees as follows:

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by American Vanguard or any of its Subsidiaries which, directly or indirectly, acquires (a) any going business or all or substantially all of the assets of any Person or division thereof, whether through purchase of assets, merger, or otherwise or (b) in one transaction or as the most recent transaction in a series of transactions a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

“Adjusted CPLTD” means, as of the last day of any fiscal quarter with respect to American Vanguard and its Subsidiaries, (i) the Current Portion of Consolidated Funded Indebtedness plus (ii) the Current Portion of Capital Lease Obligations plus (iii) the Current Portion of Amounts Outstanding Under Product Acquisition Agreements plus (iv) Consolidated Interest Expense paid during the four fiscal quarters just ended.

“Adjusted Consolidated EBITDA” means, for any period with respect to American Vanguard and its Subsidiaries, Consolidated EBITDA during such period minus Maintenance CAPEX during such period minus taxes paid during such period minus Distributions made during such period.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means Bank of the West in its capacity as agent under any of the Loan Documents, or any successor agent.

“Agent Fee Letter” means any letter, including the letter dated November 14, 2006, between Agent and Borrower setting forth fees payable to Agent in respect of this Agreement.

“Agent’s Office” means Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as Agent may from time to time notify Borrower and Lenders.

1

“Aggregate Commitments” means, as the context shall require, the Aggregate Revolving Commitments of all Lenders and Aggregate Term Commitments of all Lenders.

“Aggregate Revolving Commitments” means the Revolving Commitments of all Lenders.

“Aggregate Term Commitments” means the Term Commitments of all Lenders.

“Agreement” means this Credit Agreement.

“American Vanguard” means American Vanguard Corporation, a Delaware corporation, the sole shareholder of Borrower.

“Amounts Outstanding Under Product Acquisition Agreements” of a Person means (a) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (b) all obligations of such Person incurred, issued or assumed as the deferred purchase price of property (including, without limitation, intellectual property) or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), and (c) all such obligations of others Guaranteed by such Person or for which such Person has granted a Lien on its assets as security for the payment thereof.

“Applicable Percentage” means, with respect to any Lender at any time, as the context shall require:

(a) in respect of Revolving Loans, Swing Line Loans and L/C Credit Extensions. (i) subject to the following clause (ii), the percentage of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment; and (ii) if the Revolving Commitments have expired or been terminated pursuant to Section 9.02, the percentage of outstanding Revolving Loans and participations in Swing Line Loans and L/C Credit Extensions held by such Lender at such time;

(b) in respect of Term Loans, (i) subject to the following clause (ii) the percentage of the outstanding Term Loans and Aggregate Term Commitments held by such Lender at such time and (ii) if the Term Commitments have expired or been terminated pursuant to Section 9.02, the percentage of outstanding Term Loans held by such Lender at such time;

provided, that it is understood and agreed that assignments, assumptions, payments and distributions are intended to be made proportionately such that the Applicable Percentage for each Lender calculated pursuant to clause (a) shall at all times equal the Applicable Percentage for such Lender calculated pursuant to clause (b). The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Consolidated Funded Debt Ratio as set forth in the most recent Compliance Certificate delivered pursuant to Section 7.02(a):

Applicable Rate

Pricing Level	Consolidated Funded Debt Ratio	Unused fee		Eurodollar Rate + Standby Letter of Credit Fees		Prime Rate +
I	³2.50:1.00	0.250	%	2.000	%	0.250	%
II	<2.50 :1.00 but ³2.00:1.00	0.200	%	1.750	%	0.000	%
III	<2.00 :1.00 but ³1.50:1.00	0.175	%	1.500	%	0.000	%
IV	<1.50:1.00	0.125	%	1.250	%	0.000	%

2

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Funded Debt Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 7.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered. The Applicable Rate in effect from the Closing Date until the first date on which there is a change in the Applicable Rate pursuant to the preceding sentence shall be determined based upon Pricing Level I.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 11.06, and accepted by Agent, in any form approved by Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Off-Balance Sheet Liabilities, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease.

“Audited Financial Statements” means the audited consolidated balance sheet of American Vanguard and its Subsidiaries for the fiscal year ended December 31, 2005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of American Vanguard and its Subsidiaries, including the notes thereto.

“Availability Period” means:

(a) in respect of Revolving Commitments, the period from and including the Closing Date to the earliest of (i) the Maturity Date for Revolving Loans, Swing line Loans and L/C Credit Extensions, (ii) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make Credit Extensions under its Revolving Commitment pursuant to Section 9.02;

(b) in respect of Term Commitments in effect on the Closing Date, the period until the end of the Closing Date; and in respect of Term Commitments made pursuant to Section 2.15, the period from the Increase Effective Date (as defined therein) until the date that is five (5) days thereafter; it being understood and agreed that such Term Commitments shall automatically be permanently and proportionately reduced when Term Loans are made pursuant thereto.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrowing” means a Revolving Borrowing, a Swing Line Borrowing or Term Loan Borrowing of Loans as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means, for any period, the aggregate of all expenditures by a Person for the acquisition or leasing of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) which should be capitalized under GAAP on a consolidated balance sheet of such Person less net proceeds from sales of fixed or capital assets

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received by such Person or any of its Subsidiaries during such period. For the purpose of this definition, the purchase price of equipment which is purchased simultaneously with the trade-in of existing equipment owned by a Person or an Affiliate of such Person or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for such equipment being traded in at such time, or the amount of such proceeds, as the case may be.

“Capital Lease” means any lease of property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Capital Lease Obligations” means the Attributable Indebtedness with respect to Capital Leases.

“Cash” means money, currency or a credit balance in any demand, deposit or securities account.

“Cash Collateral” means Collateral comprised of cash or Cash Equivalents.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means:

(a) short-term obligations of, Guaranteed by, or backed by the full faith and credit of, the United States of America;

(b) investments in commercial paper with a maturity date not more than 45 days from the date of purchase rated A-1 or better by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, or any successor thereto, or P-1 or better from Moody’s Investors Service, Inc. or any successor thereto;

(c) demand deposit accounts maintained in the ordinary course of business, certificates of deposit issued by and time deposits with commercial banks (whether domestic or foreign) having capital and surplus in excess of $100,000,000;

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) of this definition and entered into with a financial institution satisfying the criteria described in clause (c) of this definition;

(e) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (d) of this definition.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

“Closing Date” means the first date all the conditions precedent in Section 5.01 are satisfied or waived in accordance with Section 11.01.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means any and all assets and rights and interests in or to property of Borrower and any Guarantor, whether real or personal, tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Security Documents.

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“Commitment” means, as to each Lender, its Revolving Commitment and/or Term Commitment, as the context shall require.

“Compliance Certificate” means a certificate substantially in the form of Exhibit B.

“Consolidated EBITDA” means, for any period, for American Vanguard and its Subsidiaries on a consolidated basis, an amount equal to (a) Consolidated Net Income for such period plus (b) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) the provision for federal, state, local and foreign income taxes payable by American Vanguard and its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense for such period, (iv) non-cash charges and (v) losses on the sale of fixed assets. Extraordinary items and gains (but not losses) on (and proceeds from) sales or Dispositions of assets outside of the ordinary course of business shall be excluded in the calculation of Consolidated EBITDA.

“Consolidated Fixed Charge Coverage Ratio” means, as of the end of any fiscal quarter, the ratio of: (a) Adjusted Consolidated EBITDA during the four fiscal quarters just ended to (b) Adjusted CPLTD as of such date.

“Consolidated Funded Debt Ratio” means, as of the last day of any fiscal quarter of American Vanguard, the ratio of (i) Consolidated Funded Indebtedness as of such date to (ii) Consolidated EBITDA for the four fiscal quarters just ended.

“Consolidated Funded Indebtedness” means, for any Person, without duplication: (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind (other than deposits or advances constituting a portion of the purchase price for goods to be delivered), (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interests charges are customarily paid (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (d) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person, (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (f) all Indebtedness of others that is of the type described in other clauses of this definition and is Guaranteed or secured by assets of such Person, (g) all Contingent Obligations of such Person, (h) all Capital Lease Obligations of such Person and all Attributable Indebtedness of such Person in respect of Off-Balance Sheet Liabilities, (i) Amounts Outstanding Under Product Acquisition Agreements and (j) all obligations of such Person as an account party in respect of letters of credit and bankers’ acceptances. The Consolidated Funded Indebtedness of any Person includes the Consolidated Funded Indebtedness of any other Person in which such Person is a general partner or joint venturer unless such Consolidated Funded Indebtedness is expressly non-recourse to such Person.

“Consolidated Interest Expense” means, for any period, for American Vanguard and its Subsidiaries on a consolidated basis, the sum of all interest, premium payments and debt discount of American Vanguard and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP.

“Consolidated Net Income” means, for any period, for American Vanguard and its Subsidiaries on a consolidated basis, the net income of American Vanguard and its Subsidiaries (excluding extraordinary gains but including extraordinary losses) for that period.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Current Liability” has the meaning given such term in accordance with GAAP, but shall not include Revolving Loans, Swing Line Loans or L/C Obligations.

“Current Portion” of any liability means that balance of such liability which is required to be shown as a Current Liability on the balance sheet in accordance with GAAP.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than L/C Fees an interest rate equal to (i) the Prime Rate plus (ii) the Applicable Rate, if any, applicable to Prime Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to L/C Fees, a rate equal to the Applicable Rate applicable to standby Letters of Credit plus 2% per annum.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving Loans or Term Loans or participations in Swing Line Loans or L/C Obligations required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Distribution” means, with respect to any Person, that such Person has declared or paid a dividend or returned any equity capital to its equity holders or authorized or made any other distribution, payment or delivery of property (other than Equity Interests of such Person) or cash to its equity holders as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for a consideration any shares of its capital Equity Interests outstanding on and after the Closing Date (or any options or warrants issued by such Person with respect to such Equity Interests) or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for a consideration any of the Equity Interests of such Person outstanding on or after the Closing Date (or any options or warrants issued by such Person with respect to such Equity Interests). Without limiting the generality of the foregoing, “Distribution” shall include all payments made or required to be made by a Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes.

“Dollar” and “$” mean lawful money of the United States.

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“Domestic Subsidiaries” means all Subsidiaries of a Person incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Domestic Wholly Owned Subsidiary” means any Domestic Subsidiary of a Person that is a Wholly Owned Subsidiary of such Person

“Eligible Assignee” means, as of any date, any Lender, any Affiliate of a Lender that is acceptable to Agent and Borrower, and any other Person (other than Borrower, any Guarantor or any of their Affiliates) acceptable to Agent and Borrower; provided, that Borrower approval shall not be required so long as a Default has occurred and is continuing.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower, any other Loan Party or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Offering” means, in respect of any Person, any offering, issuance, sale or distribution of any Equity Interest (other than pursuant to any employee stock or stock option compensation plan) in such Person, regardless of whether authorized as of the Closing Date or registered on any securities exchange.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a

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trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate.

“Eurodollar Rate” means for any Interest Period with respect to a Eurodollar Rate Loan, a rate per annum determined by Agent pursuant to the following formula (rounded upward, if necessary, in accordance with Agent’s customary practices):

Eurodollar Rate =                     Eurodollar Base Rate             1.00 – Eurodollar Reserve Percentage

Where,

“Eurodollar Base Rate” means, for such Interest Period the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be the rate per annum determined by Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of the West and with a term equivalent to such Interest Period would be offered to Bank of the West or any of its Affiliates by major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.

“Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Taxes” means, with respect to Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located.

“Existing Credit Agreement” means the Amended and Restated Credit Agreement dated September 30, 2004 among Borrower, the Guarantors, Bank of the West, as Agent, and the Lenders party thereto, as amended.

“Existing Letters of Credit” means any letter of credit issued by Bank of the West prior to the Closing Date for the account of Borrower and outstanding on the Closing Date pursuant to the Existing Credit Agreement.

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“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, in accordance with Agent’s customary practices) charged to Bank of the West on such day on such transactions as determined by Agent.

“Foreign Subsidiary” means, at any time, any Subsidiary of Borrower organized under the laws of a country or subdivision of a country other than the United States, its possessions and territories.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Funded Debt” means, in respect of any Person, all outstanding liabilities for borrowed money and other interest-bearing liabilities of such Person.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“GemChem” means GemChem, Inc., a California corporation and a Wholly Owned Subsidiary of American Vanguard.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed and Secured Parties” means, collectively, (a) the Lenders, (b) Agent, (c) the Swing Line Lender, (d) the L/C issuer, (e) each Lender and each Affiliate of a Lender party to, and its capacity

9

as counterparty to, Permitted Hedges (if such Lender or Affiliate was a Lender or an Affiliate of a Lender at the time such Permitted Hedges were executed), (f) each beneficiary of any indemnification under the Credit Agreement or other Loan Documents, (g) any other holder of Obligations or Guaranteed Obligations and (h) their respective successors and assigns.

“Guaranteed Obligations” means the Obligations, the obligation of Borrower to repay any and all other indebtedness, obligations and liabilities of every kind and character of Borrower to Agent, the L/C Issuer, the Swing Line Lender, the Lenders and the other Guaranteed and Secured Parties or any one or more of them, whether now existing or hereafter arising, whether due and owing or to become due and owing, whether joint or several, or joint and several, whether absolute or contingent, as created by, evidenced by, arising in connection with and/or owing at any time under this Agreement or any Permitted Hedge. Guaranteed Obligations include, without limitation, any and all obligations of Borrower to Agent, the L/C Issuer, the Swing Line Lender, any Lender or any other Guaranteed and Secured party for reasonable attorneys’ fees and all other costs and expenses incurred by any of them in the collection or enforcement of any debts, liabilities, and obligations of Borrower to any of them. Notwithstanding the foregoing, any obligation of any Guarantor under its Guaranty shall be limited to a maximum aggregate amount equal to the greatest amount that would not render such Guarantor’s obligations hereunder subject to avoidance as a fraudulent conveyance, fraudulent transfer or the like under applicable Law (including the California Uniform Fraudulent Transfer Act and Sections 544 and 548 of the United States Bankruptcy Code). If the amount of the Guaranteed Obligations outstanding is determined by a court of competent jurisdiction, that determination shall be conclusive and binding on such Guarantor, regardless of whether such Guarantor was a party to the proceeding in which the determination was made. Each Guarantor confirms that its Guaranty is not being executed or delivered nor are the Guaranteed Obligations being incurred by such Guarantor (and, by accepting each Guaranty, Agent and each Lender confirms that it is not accepting such Guaranty) with actual intent to hinder, delay or defraud any Person to whom such Guarantor is or may hereafter be indebted.

“Guarantors” means each of American Vanguard, GemChem, 2110 Davie and any other Material Subsidiaries of Borrower and any other Person that from time to time shall Guarantee any of the Obligations hereunder.

“Guaranty” means the Guaranty made by a Guarantor for the benefit of itself and the Guaranteed and Secured Parties pursuant to Article IV of this Agreement, including any Person joining in such Guaranty pursuant to Section 7.15 below.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Obligations” means, as of any date (a) the amount payable by American Vanguard and any its Subsidiaries under Permitted Hedges that have been terminated and (b) the amount that is reasonably determined would be payable by American Vanguard and its Subsidiaries if all other Permitted Hedges as of such date, in each case together with accrued and unpaid fees and expenses, reimbursements, indemnities and other monetary obligations.

“Immaterial Subsidiary” means, at any time, any Subsidiary of American Vanguard or of any of its Subsidiaries that (a) when consolidated (together with its Subsidiaries) with American Vanguard and its Subsidiaries does not cause the consolidated net assets of American Vanguard owned by Subsidiaries that are not Guarantors to exceed 5% of such consolidated net assets or (b) is a Foreign Subsidiary.

“Indebtedness” of any Person means all liabilities which, in accordance with GAAP, would be shown on the liability side of a statement of condition of such Person as of the date as of which such liabilities are to be determined and all liabilities of others assumed or Guaranteed by such Person or in respect of which such Person is secondarily or contingently liable (other than by endorsement of instruments in the course of collection) whether by reason of any agreement to acquire such liability or to supply or advance sums or otherwise.

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“Indemnified Taxes” means Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means, (a) as to any Loan other than a Prime Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Prime Rate Loan, the last Business Day of each month and the Maturity Date.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by Borrower in its Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the L/C Application, and any other document, agreement and instrument entered into by the L/C Issuer and Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities,

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including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Expiration Date” means the day that is thirty days prior to the Maturity Date for Revolving Commitments then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“L/C Fee” has the meaning specified in Section 2.03(i).

“L/C Issuer” means Bank of the West in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Sublimit” means an amount equal to $10,000,000. The L/C Sublimit is part of, and not in addition to, the aggregate Revolving Commitments.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Borrower and Agent.

“Letter of Credit” means any standby or commercial letter of credit issued hereunder and shall include any Existing Letters of Credit.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to Borrower under Article II in the form of a Revolving Loan, Term Loan or a Swing Line Loan.

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“Loan Documents” means this Agreement, each Note, each Issuer Document, Agent Fee Letter, each Security Document, any Guaranty, collateral access agreements, and each other document and agreement executed in connection herewith or therewith.

“Loan Notice” means a notice of (a) a Revolving Borrowing or Term Borrowing, (b) a conversion of Revolving Loans or Term Loans from one Type to the other or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) which, if in writing, shall be substantially in the form of Exhibit A or other form acceptable to Agent.

“Loan Parties” means, collectively, Borrower and each Person (other than Agent, the L/C Issuer, the Swing Line Lender or any Lender) executing a Loan Document including, without limitation each Guarantor and any other Person executing a Security Document.

“Maintenance CAPEX” means Capital Expenditures that American Vanguard and its Subsidiaries reasonably have projected and incurred in the ordinary course of business to replace and maintain their respective properties in substantially the same condition and manner as in effect on the Closing Date. “Maintenance CAPEX” does not include Capital Expenditures projected or incurred that materially expand or improve properties.

“Material Adverse Effect” means a material adverse effect on (a) the business, Property, condition (financial or otherwise) or results of operations, of either Borrower or American Vanguard and its Subsidiaries, taken as a whole, (b) the ability of Borrower or any Guarantor to perform its obligations under the Loan Documents to which it is a party, or (c) the validity or enforceability of any material portion of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

“Material Foreign Subsidiary” means, at any time, any Foreign Subsidiary of American Vanguard or any of its Subsidiaries that, when consolidated (together with its Subsidiaries) with American Vanguard and its Subsidiaries causes the consolidated net assets of American Vanguard owned by Subsidiaries that are not Guarantors to exceed 5% of such consolidated net assets.

“Material Subsidiary” means a Subsidiary of American Vanguard (other than an Immaterial Subsidiary).

“Maturity Date” means (a) in respect of Credit Extensions under the Revolving Commitments of the Lenders, December 15, 2011; and (b) in respect of Term Loans, December 15, 2013; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Modified Current Ratio” means, with respect to American Vanguard and its Subsidiaries, as of any date, the ratio of (a) trading accounts receivable and inventory (disregarding any inventory that would result in the ratio of inventory to trading accounts receivable exceeding 1.35 to 1.00) to (b) the aggregate amount of outstanding Revolving Loans, Swing Line Loans and L/C Obligations.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means, when used in respect of any Equity Offering, the gross Cash proceeds of such offering, when and as received, less (a) all direct costs and expenses incurred or to be incurred in connection with such sale, offering or issuance (including, without limitation, reasonable and customary brokerage commissions, underwriting fees, discounts and expenses, legal fees and expenses and similar out-of-pocket expenses) and (b) all Federal, state, local and foreign taxes or levies incurred, paid or assessed, or to be incurred, paid or assessed, in connection with such offering.

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“Note” means a promissory note made by Borrower in favor of a Lender evidencing Loans made by such Lender, in form and substance reasonably satisfactory to Agent and Lenders.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Off-Balance Sheet Liabilities” means, with respect to any Person, (a) any repurchase obligation or liability, contingent or otherwise, of such Person with respect to all amounts or notes receivables sold, transferred or otherwise disposed of by such Person, (b) any repurchase obligation or liability, contingent or otherwise, of such Person with respect to property or assets leased by such Person as lessee and (c) all obligations, contingent or otherwise, of such Person under any synthetic lease, tax retention operating lease, off balance sheet loan or similar off-balance sheet financing if the transaction giving rise to such obligation (i) is considered indebtedness for borrowed money for tax purposes but is classified as an operating lease under GAAP or (ii) does not (and is not required to) appear as a liability on the consolidated balance sheet of such Person and its Affiliates, but in any case excluding any obligations that are liabilities of any such Person as lessee under any operating lease so long as the terms of such operating lease do not require any payment by or on behalf of such Person at termination of such operating lease pursuant to a required purchase by or on behalf of such Person of the property or assets subject to such operating lease or under any arrangement pursuant to which such Person guarantees or otherwise assures any other Person of the value of the property or assets subject to such operating lease.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Hedging Agreement” means any foreign exchange, contracts, currency swap agreements, commodity agreements, interest rate swaps or any other derivative or similar agreements or arrangements.

“Other Taxes” means all present or future stamp, intangible or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (a) with respect to Loans, on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of the occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by Borrower of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 11.06(d).

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“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Acquisitions” means Acquisitions by American Vanguard and/or one or more of its Subsidiaries for aggregate consideration not to exceed $15,000,000 where:

(a) The Board of Directors or authorized management committee of American Vanguard or of the applicable Subsidiary and of the Person whose assets or Equity Interests are being acquired has approved such Acquisition;

(b) The business or assets acquired in such Acquisition is or are similar, related, incidental, or complementary to the business of American Vanguard or one or more if its Subsidiaries;

(c) Both before and after giving effect to such Acquisition and the Loans and Letters of Credit (if any) requested to be made in connection therewith, each of the representations and warranties in the Loan Documents is true and correct in all material respects (except (i) any such representation or warranty which relates to a specified prior date and (ii) to the extent the Agent has been notified in writing by Borrower that any representation or warranty is not correct and the Required Lenders have explicitly waived in writing compliance with such representation or warranty) and no Default exists, will exist, or would result therefrom;

(d) After giving effect to the Acquisition, Borrower will continue to be compliance with the covenants in this Agreement, determined on a Pro Forma Basis; and

(e) If such Acquisition results in a Subsidiary of American Vanguard being created or acquired (other than an Immaterial Subsidiary), such Subsidiary joins in this Agreement and delivers the Guaranty and other documents required by Section 7.15 of this Agreement.

“Permitted Hedges” means foreign exchange transactions, interest rate transactions, and other over-the-counter derivatives executed by Borrower with a Lender or an Affiliate of a Lender that are permitted under this Agreement and are entered into in the ordinary course of business for the purpose of hedging currency or interest rate risks of Borrower and not for speculation.

“Permitted Liens” means any Liens permitted under Section 8.01 and other Liens otherwise acceptable to Agent in its discretion.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Prime Rate” means for any day a fluctuating rate per annum equal to the rate of interest in effect for such day as publicly announced from time to time by Bank of the West as its “prime rate.” The “prime rate” is a rate set by Bank of the West based upon various factors including Bank of the West’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of the West shall take effect at the opening of business on the day specified in the public announcement of such change.

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“Prime Rate Loan” means a Revolving Loan, Term Loan or Swing Line Loan that bears interest based on the Prime Rate.

“Pro Forma Basis” means, with respect to compliance with any test or covenant hereunder, compliance with such covenant after giving effect to an Acquisition (including pro forma adjustments arising out of events which are directly attributable to the Investment, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with application of GAAP and Requirements of Law; such pro forma adjustments may include cost savings resulting from head count reductions, closure of facilities and similar restructuring charges or integration activities or other adjustments based on reasonable assumptions by an Responsible Officer of Borrower, together with such other pro form adjustments certified as based on reasonable assumptions by an Responsible Officer of Borrower using, for purposes of determining such compliance, the historical financial statements of Borrower, its Subsidiaries and any asset acquired with such Investment).

“Prohibited Transaction” means any transaction described in section 406 of ERISA which is not exempt by reason of section 408 of ERISA or the transitional rules set forth in section 414(c) of ERISA and any transaction described in section 4975(c)(1) of the Code which is not exempt by reason of section 4975(c)(2) or section 4975(d) of the Code or the transitional rules of section 2003(c) or ERISA.

“Property” means, collectively and severally, any and all real property, including all improvements and fixtures thereon, owned or occupied by Borrower.

“Pro Forma” means, with respect to compliance with any test or covenant hereunder and calculation of other amounts, calculations and determination as adjusted to effect to any transaction (including pro forma adjustments arising out of events which are directly attributable to the transaction, are factually supportable to the reasonable satisfaction of Agent and are expected to have a continuing impact, in each case determined on a basis consistent with application of GAAP and Law); such pro forma adjustments may include anticipated income upon completion of planned capital expenditures, cost savings from restructuring charges or integration activities, extrapolation from historical financial statements and other adjustments based on reasonable assumptions by a Responsible Officer of Borrower.

“Register” has the meaning specified in Section 11.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Revolving Loans and Term Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a L/C Application and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, two (2) or more Lenders having more than 66 2/3% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 9.02, Lenders holding in the aggregate more than 66 2/3% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the

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applicable Loan Party so designated by any of the foregoing officers in a notice to Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Revolving Borrowing” means a borrowing of Revolving Loans consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to Borrower pursuant to Section 2.01 and (b) purchase participations in L/C Obligations and Swing Line Loans in an aggregate principal amount at any one time outstanding not to exceed the amount set forth as such opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Loan” has the meaning specified in Section 2.01.

“SEC Filings” means, collectively, annual, regular, periodic and special reports and registration statements which American Vanguard may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934.

“Secured Obligations” means the Obligations and the Hedge Obligations.

“Security Agreement” means a Security Agreement substantially in the form of Exhibit C from Borrower and each Guarantor.

“Security Documents” means the Security Agreement and all other agreements, instruments and documents now or hereafter executed and delivered in connection with this Agreement pursuant to which Liens are granted or purported to be granted to Agent in Collateral securing all or part of the Obligations each in form and substance satisfactory to Agent.

“Solvent” means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed liabilities evaluated for purposes of Section 101(31) of the United States Bankruptcy Code and, in the alternative, for purposes of the California Uniform Fraudulent Transfer Act); (b) the present fair salable value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of American Vanguard.

“Swing Line” means the revolving facility made available to Swing Line lender pursuant to Section 2.04.

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“Swing Line Borrowing” means a borrowing of a Swing line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of the West in its capacity as provider of Swing Line Loans or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04.

“Swing Line Loan Notice” means a swing line loan notice that is in form and substance satisfactory to the Swing Line Lender and to Agent.

“Swing Line Sublimit” means an amount equal to the lesser of $5,000,000 and (b) the Aggregate Commitments. The Swing Line Sublimit is part of (although uncommitted) and not in addition to the Aggregate Commitments.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Borrowing” means a borrowing of Term Loans made by each of the Lenders pursuant to Section 2.01.

“Term Commitment” means, as to each Lender, its obligation to make Term Loans to Borrower pursuant to Section 2.01 in an aggregate amount not to exceed the amount set forth as such opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Term Loan” has the meaning specified in Section 2.01.

“Term Loan Borrowing” means a borrowing of Term Loans pursuant to Section 2.01.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“2110 Davie” means 2110 Davie Corporation, a California corporation and a Wholly Owned Subsidiary of American Vanguard.

“Type” means, with respect to a Loan, its character as a Prime Rate Loan or a Eurodollar Rate Loan.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Wholly Owned Subsidiary” means, as to any Person (a) any corporation 100% of whose Equity Interests (other than director’s and national citizen qualifying shares) is at the time owned by such Person and/or one or more Wholly Owned Subsidiaries of such Person and (b) any partnership, association, joint venture, limited liability company or other entity in which such Person and/or one or more Wholly Owned Subsidiaries of such Person has a 100% Equity Interest at such time.

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1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms. (a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

1.04 Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).

1.06 Letter of Credit Amounts. Unless otherwise specified herein the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Revolving Loans; Term Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees:

(a) to make loans (each such loan, a “Revolving Loan”) to Borrower from time to time, on any Business Day during the Availability Period for Revolving Loans, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans (i) the Total Outstandings of Letters of Credit, Revolving Loans and Swing Line Loans shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, Borrower may borrow Revolving Loans under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01.

(b) to make loans (each such loan a “Term Loan”) to Borrower on the Closing Date in an aggregate amount not to exceed such Lender’s Term Commitment on such date; and subject to satisfaction, among other things, of the terms and conditions contained in Section 2.15, to make such additional Term Loans as such Lender shall agree during any Availability Period for such Term Loans to be established pursuant to such section. The Term Loans are term loans and, once repaid, may not be reborrowed.

Revolving Loans and Term Loans may be Prime Rate Loans or Eurodollar Rate Loans, as further provided herein.

2.02 Revolving and Term Borrowings, Conversions and Continuations. (a) Each Revolving Borrowing, each Term Borrowing, each conversion of Revolving Loans and Term Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon Borrower’s irrevocable notice to Agent, which may be given by telephone. Each telephonic notice by Borrower pursuant to this Section 2.02 must be confirmed promptly by delivery to Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower.

(b) Each such notice must be received by Agent not later than 9:00 a.m. (i) two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Prime Rate Loans, and (ii) on the requested date of any Borrowing of Prime Rate Loans.

(c) Each Revolving Borrowing and Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Revolving Borrowing and Term Borrowing of or conversion to Prime Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.

(d) Each Loan Notice (whether telephonic or written) shall specify (i) whether Borrower is requesting a Revolving Borrowing, a Term Borrowing, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Revolving Loans or Term Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Revolving Loans or Term Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Revolving Loan or Term Loan in a Loan Notice or if Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans or Term Loans shall be made as, or converted to, Prime Rate Loans. Any such automatic conversion to Prime Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If Borrower

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requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(e) Following receipt of a Loan Notice, Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Agent shall notify each Lender of the details of any automatic conversion to Prime Rate Loans described in the preceding subsection. In the case of a Revolving Borrowing or Term Borrowing, each Lender shall make the amount of its Loan available to Agent in immediately available funds at Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Revolving Borrowing or Term Borrowing is the initial Credit Extension, Section 5.01), Agent shall make all funds so received available to Borrower in like funds as received by Agent either by (i) crediting the account of Borrower on the books of Bank of the West with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Agent by Borrower; provided, however, that if, on the date the Loan Notice with respect to such Revolving Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Borrowing first, shall be applied, to the payment in full of any such L/C Borrowings, and second, shall be made available to Borrower as provided above.

(f) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Prime Rate Loans and Borrower agrees to pay all amounts due under Section 3.05 in accordance with the terms thereof due to any such conversion.

(g) Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.

(h) After giving effect to all Revolving Borrowings, Term Borrowings, all conversions of Revolving Loans and Term Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to Loans.

2.03 Letters of Credit. (a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower, and to amend or extend Letters of Credit previously issued by it, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings of Letters of Credit, Revolving Loans and Swing Line Loans shall not exceed the aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

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(ii) The L/C Issuer shall not issue any Letter of Credit, if:

(A) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(B) the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless all the Lenders have approved such expiry date.

(iii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) such Letter of Credit is to be denominated in a currency other than Dollars;

(D) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with such Lender to eliminate the L/C Issuer’s risk with respect to such Lender; or

(E) unless specifically provided for in this Agreement, such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to Agent in Article X with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Agent” as used in Article X included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to the L/C Issuer (with a copy to Agent if different from the L/C Issuer) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer of Borrower. Such L/C Application must be received by the L/C Issuer and Agent not later than 11:00 a.m. at least two Business

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Days (or such later date and time as Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require. Additionally, Borrower shall furnish to the L/C Issuer and Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or Agent may reasonably require.

(ii) Promptly after receipt of any L/C Application at the address set forth in Section 11.02 for receiving L/C Applications and related correspondence, the L/C Issuer will confirm with Agent (by telephone or in writing) that Agent has received a copy of such L/C Application from Borrower and, if not, the L/C Issuer will provide Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to Borrower and Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify Borrower and Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse the L/C Issuer through Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse the L/C Issuer by such time, Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, Borrower shall be deemed to have requested a Revolving Borrowing of Prime Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Prime Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to Agent for the account of the L/C Issuer at Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds

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available shall be deemed to have made a Prime Rate Loan that is a Revolving Loan to Borrower in such amount. Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Prime Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Lender’s obligation to make Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02 (other than delivery by Borrower of a Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Agent), Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by Agent.

(ii) If any payment received by Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per

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annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Material Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Material Subsidiary.

Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify the L/C Issuer. Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary

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notwithstanding, Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s grossly negligent or willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. Upon the request of Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any L/C Obligation for any reason remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.06 and 9.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to Agent and the L/C Issuer (which documents are hereby consented to by Lenders). Derivatives of such term have corresponding meanings. Borrower hereby grants to Agent, for the benefit of the L/C Issuer and Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of the West.

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit, and the rules of the UCP shall apply to each commercial Letter of Credit.

(i) L/C Fees. Borrower shall pay to Agent for the account of each Lender in accordance with its Applicable Percentage a L/C fee (the “L/C Fee”) for each standby Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit and for each commercial Letter of Credit equal to an amount calculated in accordance with Agent’s standard fee schedule as in effect from time to time. For purposes of computing the daily amount available to be drawn under any standby Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. L/C Fees for standby Letters of Credit shall be (i) due and payable on the date of issuance, on the last day of each March, June, September and December occurring while such Letter of Credit is outstanding, on the L/C Expiration Date and thereafter on demand and (ii) computed in advance. L/C Fees on commercial Letters of Credit shall be due and payable on the date of issuance, increase, extension or amendment of a Letter of Credit and shall be fully earned and non-refundable when due. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all L/C Fees shall accrue at the Default Rate.

(j) Documentary and Processing Charges Payable to L/C Issuer. Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such individual customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control.

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2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to consider in its sole and absolute discretion making loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment. The Swing Line is a discretionary, uncommitted facility and Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to Borrower which notice may be given by Swing Line Lender before or after Borrower requests a Swing Line Loan hereunder. Each Swing Line Loan shall be a Prime Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Unless the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon Borrower’s irrevocable notice to Swing Line Lender and Agent (if other than the Swing Line Lender), which may be given by telephone. Each such notice must be received by Swing Line Lender and Agent, as applicable, not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice from a Responsible Officer of Borrower must be confirmed promptly by delivery to Swing Line Lender and Agent, as applicable, of electronic (such as email) or written communication of the information contained in a Swing Line Loan Notice, appropriately completed and, if in writing, signed by a Responsible Officer of Borrower. Promptly after receipt by Swing Line Lender of any telephonic Swing Line Loan Notice, Swing Line Lender will confirm with Agent, if other than the Swing Line Lender, (by telephone, electronic communication or in writing) that Agent has also received such Swing Line Loan Notice and, if not, Swing Line Lender will notify Agent (by telephone, electronic communication or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing Line Lender has received notice (by telephone, electronic communication or in writing) from Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04, or (B) that one or more of the applicable conditions specified in Article V is not then satisfied, then, subject to the terms and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan Notice.

(c) Refinancing of Swing Line Loans.

(i) Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of Borrower (which hereby irrevocably authorizes Swing Line Lender to so request on its behalf), that each Lender make a Prime Rate Loan that is a Revolving Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Prime Rate Loans, but subject to the unutilized portion of the aggregate Revolving

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Commitments and the conditions set forth in Section 5.02. Swing Line Lender shall furnish Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to Agent, if other than Swing Line Lender. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to Agent in immediately available funds for the account of Swing Line Lender at Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Prime Rate Loan that is a Revolving Loan to Borrowers in such amount. Agent shall remit the funds so received to Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(c)(i), the request for Prime Rate Loans submitted by Swing Line Lender as set forth herein shall be deemed to be a request by Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender’s payment to Agent for the account of Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to Agent for the account of Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), Swing Line Lender shall be entitled to recover from such Lender (acting through Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of Swing Line Lender submitted to any Lender (through Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 5.02. No such funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if Swing Line Lender receives any payment on account of such Swing Line Loan, Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by Swing Line Lender.

(ii) If any payment received by Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by Swing Line Lender in its discretion), each Lender shall pay to Swing Line Lender its Applicable Percentage thereof on demand of Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. Agent will make such demand upon the request of Swing Line Lender. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

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(e) Interest for Account of Swing Line Lender. Swing Line Lender shall be responsible for invoicing Borrower for interest on the Swing Line Loans. Until each Lender funds its Prime Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of Swing Line Lender.

(f) Payments Directly to Swing Line Lender. Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to Swing Line Lender.

2.05 Prepayments. (a) Within one (1) Business Day after receipt of Net Cash Proceeds of any Equity Offering, Borrower shall prepay Loans in an amount equal to 50% of such Net Cash Proceeds. Any such prepayment shall be applied to the Term Loans in payment of the required monthly installments of principal in the inverse order or maturity. After the Term Loans have been repaid in full, any such amount shall be applied to prepayment of the Revolving Loans, and after payment in full of all Loans, shall be applied to Cash Collateralize L/C Obligations.

(b) Borrower may, upon notice to Agent from Borrower, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (except as described in subsection (c) below); provided that (i) such notice must be received by Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Prime Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Prime Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of Lenders in accordance with their respective Applicable Percentages.

(d) Borrower may, upon notice to Swing Line Lender from Borrower (with a copy to Agent, if other than the Swing Line Lender), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Agent, as applicable, not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(e) If for any reason the Total Outstandings of Letters of Credit, Revolving Loans and Swing Line Loans at any time exceed the aggregate Revolving Commitments, Borrower shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05 unless after the prepayment in full of the Revolving Loans and Swing Line Loans, the L/C Obligations exceed the aggregate Revolving Commitments then in effect.

(f) Each prepayment of Term Loans shall be applied to installments payable thereon pursuant to Section 2.07 in the inverse order of maturity.

2.06 Termination or Reduction of Revolving Commitments. Borrower may, upon notice from Borrower to Agent, terminate the aggregate Revolving Commitments, or from time to time permanently reduce the aggregate Revolving Commitments; provided that (i) any such notice shall

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be received by Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Borrower shall not terminate or reduce the aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings of Revolving Loan, Swing Line Loans and L/C Obligations would exceed the aggregate Revolving Commitments and (iv) if, after giving effect to any such reduction of the aggregate Revolving Commitments, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify the Lenders of any such notice of termination or reduction of the aggregate Revolving Commitments. Any reduction of the aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the aggregate Revolving Commitments shall be paid on the effective date of such termination.

2.07 Repayment of Loans. (a) Borrower agrees to repay to Lenders on the Maturity Date for the Revolving Commitments the aggregate principal amount of Revolving Loans outstanding on such date.

(b) Borrower agrees to repay each Swing Line Loan on the earlier to occur of (a) the date five Business Days after such Loan is made or (b) such earlier date as shall be acceptable to the Swing Line Lender.

(c) Borrower agrees to repay Term Loans (except Term Loans made upon increase of the Term Commitments pursuant to Section 2.15) on the last Business Day of each March, June, September and December, beginning March 31, 2007 in installments of principal equal to:

Dates of Payment	Amount
On the last day of each March, June, September and December falling during the following period:
January 1, 2007 through December 31, 2009	$1,000,000
January 1, 2010 through September 30, 2013	$2,000,000

(d) Borrower agrees to repay Term Loans made after an increase in the Term Loans pursuant to Section 2.15 on the last Business Day of each March, June, September and December, beginning with the first such date occurring after disbursement equal to:

Dates of Payment	Amount
On the last day of each March, June, September and December falling during the following period:	A percentage of the initial amount of such Term Loans equal to:
January 1, 2007 through December 31, 2009	1.6667%
January 1, 2010 through September 30, 2013	3.3333%

(e) Borrower agrees to repay to Lenders on the Maturity Date for the Term Commitments the aggregate principal amount of Term Loans outstanding on such date.

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2.08 Interest. (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate and (ii) each Prime Rate Loan (including each Swing Line Loan) shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Prime Rate plus the Applicable Rate.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists, Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto, to the extent accrued when each Loan is prepaid or repaid and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees.

(a) Borrower shall pay to Agent for the account of each Lender in accordance with its Applicable Percentage an unused fee equal to the Applicable Rate times the actual daily amount by which the aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans and Swing Line Loans and the Outstanding Amount of L/C Obligations. The unused fee shall accrue at all times during the Availability Period for Revolving Loans, including at any time during which one or more of the conditions in Article V is not met, and shall be due and payable in arrears on the last Business Day of each March, June, September and December commencing with the first such date to occur after the Closing Date and on the last day such Availability Period.

(b) In addition to fees described elsewhere in this Agreement, Borrower shall pay to Agent for Agent’s own account, fees in the amounts and at the times specified in Agent Fee Letter. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever.

2.10 Computation of Interest and Fees. All computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day. Each determination by Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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2.11 Evidence of Debt. (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Agent in the ordinary course of business. The accounts or records maintained by Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of Agent in respect of such matters, the accounts and records of Agent shall control in the absence of manifest error. Upon the request of any Lender made through Agent, Borrower shall execute and deliver to such Lender (through Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a), each Lender and Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Agent shall control in the absence of manifest error.

2.12 Intentionally Omitted.

2.13 Payments Generally; Agent’s Clawback. (a) General. All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding by Lenders; Presumption by Agent. Unless Agent shall have received notice from a Lender prior to the proposed date of any Revolving Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Prime Rate Loans, prior to 12:00 noon on the date of such Revolving Borrowing) that such Lender will not make available to Agent such Lender’s share of such Borrowing, Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Revolving Borrowing of Prime Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Revolving Borrowing available to Agent, then the applicable Lender and Borrower agrees to pay to Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to Borrower to but excluding the date of payment to Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the foregoing and (B) in the case of a payment to be made by Borrower, the interest rate applicable to Prime Rate Loans. If Borrower and such Lender shall pay such interest to Agent for the same or an overlapping period, Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for such period. If such Lender pays its share of the applicable Revolving Borrowing to Agent, then the amount so paid shall constitute such Lender’s Loan included in such Revolving Borrowing. Any payment by Borrower shall be without prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Agent.

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(ii) Payments by Borrower; Presumptions by Agent. Unless Agent shall have received notice from Borrower prior to the date on which any payment is due to Agent for the account of the Lenders or the L/C Issuer hereunder that Borrower will not make such payment, Agent may assume that Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of Lenders or the L/C Issuer, as the case may be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice of Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to Borrower by Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments under Section 10.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Revolving Loan, purchase its participation or to make its payment under Section 10.04(c):

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.14 Sharing of Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, or the participations in L/C Obligations or Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon greater than its Applicable Percentage thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations or Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

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2.15 Additional Term Commitments.

(a) Requests for Increase. Provided there exists no Default, upon notice to Agent (which shall promptly notify the Lenders), Borrower may request in writing delivered at any time during the period from the Closing Date until the date that is six (6) years thereafter additional Term Commitments from the Lenders of not less than $1,000,000 and in an aggregate amount not to exceed $30,000,000. No more than three such requests may be made. At the time of sending such notice, Borrower (in consultation with Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b) Lender Response. Each Lender shall notify Agent within such time period whether or not it agrees to increase its Term Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Term Commitment. Agent shall notify Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of Agent (which approval shall not be unreasonably withheld), Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to Agent and its counsel. If the aggregate Term Commitments are increased in accordance with this Section 2.15, Agent and Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. Agent shall promptly notify Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

(c) As conditions precedent to or concurrent with such increase:

(i) No Default shall have occurred and be continuing, and Agent shall have received evidenced satisfactory to it that, after giving effect to Borrowings of Term Loans in the aggregate amount of the increased Term Commitments, Borrower will be in compliance with this Agreement;

(iii) Borrower shall do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts as Agent or any Lender through Agent may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable law, subject any Loan Party or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter required to be covered by any of the Security Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens required to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and conform more effectively unto the Lenders the rights granted or now or hereafter intended to be granted to the Lenders under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party;

(iv) deliver to the Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of each such Person (i) certifying and attaching the resolutions adopted by such Person approving or consenting to such increase and (ii) in the case of Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in Article VI shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01 and (B) no Default exists;

(v) make arrangements to insure the prepayments of any Term Loans outstanding on the Increase Effective Date and pay any additional amounts required pursuant to Article III to the extent necessary to keep the outstanding Term Loans ratable with any revised Applicable Percentage arising from any nonratable increase in the Term Commitments under this Section 2.15; and

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(vi) pay to or Agent and the Lenders such upfront and other fees as they shall require in connection with such increase.

(d) Conflicting Provisions. This Section 2.15 shall supersede any contrary provision in this Agreement with respect to ratable sharing by the Lenders.

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes. (a) Payments Free of Taxes. Any and all payments by Borrower to or on account of any Obligation hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if Borrower shall be required by any applicable law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by Borrower. Without limiting the provisions of subsection (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by Borrower. Borrower shall indemnify Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender or the L/C Issuer (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority, Borrower shall deliver to Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Agent.

(e) Status of Lenders. Any Lender, if requested by Borrower or Agent, shall deliver such documentation prescribed by applicable law or reasonably requested by Borrower or Agent as will enable Borrower or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(f) Treatment of Certain Refunds. If Agent, any Lender or the L/C Issuer determines, in its sole discretion, reasonably exercised, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that Borrower, upon the request of Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Agent, such Lender or the L/C Issuer in the event Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other Person.

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3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower through Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Prime Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from such Lender (with a copy to Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Prime Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due under Section 3.05 in accordance with the terms thereof due to such prepayment or conversion.

3.03 Inability to Determine Rates. If Agent reasonably determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Eurodollar Rate Loans shall be suspended until Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Prime Rate Loans in the amount specified therein.

3.04 Increased Costs (a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the L/C Issuer;

(ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of

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Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer describing in reasonable detail the basis therefor, Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could reasonably have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time upon notice describing in reasonable detail the basis therefor Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to Borrower shall be conclusive absent manifest error. Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to Agent) from time to time, Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Prime Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b) any failure by Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Prime Rate Loan on the date or in the amount notified by Borrower; including any loss of reasonably anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by Borrower to Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

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3.06 Mitigation Obligations. If any Lender requests compensation under Section 3.04, or Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, reasonably exercised, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.07 Survival. All of Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE IV. GUARANTY

4.01 Guaranty. Each Guarantor hereby absolutely and unconditionally guarantees to the Guaranteed Parties the prompt payment and performance when due (whether at its maturity, by lapse of time, by acceleration or otherwise) of the Guaranteed Obligations. This is a guaranty of payment, not of collection. If Borrower defaults in the payment when due of the Guaranteed Obligations or any part thereof, such Guarantor shall in lawful money of the United States pay on demand, all sums due and owing on such Guaranteed Obligations, including all interest, charges, fees and other sums, costs and expenses.

4.02 Guaranty to be Absolute. Each Guarantor expressly agrees that until the Guaranteed Obligations are paid and performed in full and each and every term, covenant and condition of this Guaranty is fully performed, such Guarantor shall not be released by or because of: (a) any act or event which might otherwise discharge, reduce, limit or modify such Guarantor’s obligations under this Guaranty; (b) any waiver, extension, modification, forbearance, delay or other act or omission of Agent or any Lender or their failure to proceed promptly or otherwise as against Borrower, any Guarantor or any security; (c) any action, omission or circumstance which might increase the likelihood that such Guarantor may be called upon to perform under this Guaranty or which might affect the rights or remedies of such Guarantor as against Borrower; or (d) any dealings occurring at any time between Borrower and any Lender, whether relating to the Guaranteed Obligations or otherwise. Each Guarantor hereby expressly waives and surrenders any defense to its liability under this Guaranty based upon any of the foregoing acts, omissions, agreements, waivers or matters. It is the purpose and intent of this Guaranty that the obligations of each Guarantor under it shall be absolute and unconditional under any and all circumstances.

4.03 Authorized Action. Each Guarantor authorizes the Guaranteed Parties to perform any or all of the following acts at any time in their sole discretion, all without notice to such Guarantor and without affecting such Guarantor’s obligations under this Guaranty: (a) alter any terms of the Guaranteed Obligations or any part of them, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, the Guaranteed Obligations or any part of them; (b) take and hold security for the Guaranteed Obligations or this Guaranty, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security; (c) direct the order and manner of any sale of all or any part of any security now or later to be held for the Guaranteed Obligations or this Guaranty, and also bid at any such sale; (d) apply any payments or recoveries from Borrower, any other Guarantor or any other source, and any proceeds of any security, to Borrower’s obligations under the Credit Agreement in accordance with the Credit Agreement or, if not so provided therein, in such manner, order and priority as Agent and the Lenders may elect, whether or not

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those obligations are guaranteed by this Guaranty or secured at the time of the application; (e) release Borrower of its liability for any obligations comprising the Guaranteed Obligations or any part thereof; (f) substitute, add or release any one or more guarantors or endorsers; (g) in addition to the extensions of credit accommodations under the Credit Agreement, any Lender may extend other credit to Borrower, and may take and hold security for the credit so extended, all without affecting such Guarantor’s liability under this Guaranty.

4.04 Guarantors’ Waivers. Each Guarantor waives, to the fullest extent permitted by law: (a) all statutes of limitations as a defense to any action or proceeding brought against such Guarantor by the Guaranteed Parties; (b) any right it may have to require the Guaranteed Parties to proceed against Borrower or any Guarantor, proceed against or exhaust any security held from Borrower or any Guarantor, or pursue any other remedy in the Guaranteed Parties’ power to pursue; (c) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of Borrower or any other Guarantor; (d) any defense based on: (i) any legal disability of Borrower or any other Guarantor, (ii) any release, discharge, modification, impairment or limitation of the liability of Borrower or any Guarantor to the Guaranteed Parties from any cause, whether consented to by the Guaranteed Parties or arising by operation of law or from any Debtor Relief Laws and (iii) any rejection or disaffirmance of the Guaranteed Obligations, or any part thereof, or any security held therefor, pursuant to any such Debtor Relief Laws; (e) any defense based on any action taken or omitted by the Guaranteed Parties in any Debtor Relief Law proceeding involving Borrower or any Guarantor, including any election to have the claims of the Guaranteed Parties allowed as being secured, partially secured or unsecured, any extension of credit by the Guaranteed Parties to Borrower or any Guarantor in any such proceeding, and the taking and holding by Agent or any Lender of any security for any such extension of credit; (f) all presentments, demands for performance, notice of intention to accelerate, notice of acceleration, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness, and demands and notices of every kind; and (g) any defense based on or arising out of any defense that Borrower or any Guarantor may have to the payment or performance of the Guaranteed Obligations or any part of them.

4.05 Waivers of Subrogation and Other Rights. (a) Upon a default by Borrower, the Guaranteed Parties, in their sole discretion, without prior notice to or consent of the Guarantors, may elect to: (i) foreclose either judicially or nonjudicially against any real or personal property security it may hold for the Guaranteed Obligations, (ii) accept a transfer of any such security in lien of foreclosure, (iii) compromise or adjust the Guaranteed Obligations or any part thereof or make any other accommodation with Borrower or any Guarantor, or (iv) exercise any other remedy against Borrower, any Guarantor or any security. No such action by the Guaranteed Parties shall release or limit the liability of the Guarantors, who shall remain liable under this Guaranty after the action, even if the effect of the action is to deprive the Guarantors of any subrogation rights, rights of indemnity, or other rights to collect reimbursement from Borrower or any Guarantor for any sums paid to the Guaranteed Parties, whether contractual or arising by operation of law or otherwise. Each Guarantor expressly agrees that under no circumstances shall it be deemed to have any right, title, interest or claim in or to any real or personal property to be held by the Guaranteed Parties or any third party after any foreclosure or transfer in lieu of foreclosure of any security for the Guaranteed Obligations.

(b) Regardless of whether any Guarantor may have made any payments to the Guaranteed Parties, each Guarantor forever waives: (i) all rights of subrogation, all rights of indemnity, and any other rights to collect reimbursement from Borrower and any other Guarantor for any sums paid to the Guaranteed Parties, whether contractual or arising by operation of law (including the United States Bankruptcy Code or any successor or similar statute) or otherwise, (ii) all rights to enforce any remedy that Agent or any Lender may have against Borrower or any other Guarantor, and (iii) all rights to participate in any security now or later to be held by the Guaranteed Parties for the Guaranteed Obligations.

4.05 Right to Non-judicially Foreclose. The Guaranteed Parties may, at their election, foreclose on any security held for the Guaranteed Obligations by one or more judicial or nonjudicial sales, or exercise any other right or remedy the Guaranteed Parties may have against Borrower, or any security,

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without affecting or impairing in any way the liability of the Guarantors hereunder except to the extent the Guaranteed Obligations have been paid. Each Guarantor unconditionally and irrevocably waives all rights and defenses that such Guarantor may have because the Guaranteed Obligations are or become secured by real property. This means, among other things: (a) the Guaranteed Parties may collect from the Guarantors without first foreclosing on any real or personal property collateral pledged by Borrower; (b) if the Guaranteed Parties foreclose on any real property collateral pledged by Borrower: (i) the amount of the Guaranteed Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (ii) the Guaranteed Parties may collect from the Guarantors even if such foreclosure operates, pursuant to applicable law, to impair or extinguish any right of the Guarantors against Borrower or each other. Each Guarantor understands and acknowledges that if the Guaranteed Parties foreclose judicially or nonjudicially against any real property security for Borrower’s obligations, such foreclosure could impair or destroy any right or ability that such Guarantor may have to seek reimbursement, contribution, or indemnification for any amounts paid by such Guarantor under this Guaranty. Each Guarantor further understands and acknowledges that in the absence of this waiver such potential impairment or destruction of such Guarantor’s rights, if any, may entitle such Guarantor to assert a defense to this Guaranty based on California Code of Civil Procedure §580d as interpreted in Union Bank v. Gradsky, 265 Cal. App. 2d 40, 71 Cal. Rptr. 64 (1968), on the grounds, among others, that the Guaranteed Parties should be estopped from pursuing such Guarantor because the Guaranteed Parties’ election to foreclose may have impaired or destroyed such subrogation, reimbursement, contribution, or indemnification rights of such Guarantor. By execution of this Guaranty, each Guarantor intentionally, freely, irrevocably, and unconditionally: (i) waives and relinquishes that defense and agrees that such Guarantor will be liable, on a joint and several basis, under this Guaranty even though the Guaranteed Parties had foreclosed judicially or nonjudicially against any real or personal property collateral for Borrower’s obligations; (ii) agrees that such Guarantor will not assert that defense in any action or proceeding which the Guaranteed Parties may begin to enforce this Guaranty; and (iii) acknowledges and agrees that the rights and defenses waived by such Guarantor in this Guaranty include any right or defense that such Guarantor may have or be entitled to assert based on or arising out of any one or more of California Code of Civil Procedure §§580a, 580b, 580d, or 726, or California Civil Code §2848. Without limiting the foregoing, each Guarantor waives all rights and defenses arising out of an election of remedies by the Guaranteed Parties, even though that election of remedies, such as nonjudicial foreclosure with respect to security for the Guaranteed Obligations, has destroyed such Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure. Each Guarantor intentionally, freely, irrevocably and unconditionally waives and relinquishes all rights which may be available to it under any provision of California law or under any California judicial decision, including, without limitation, Section 580a and 726(b) of the California Code of Civil Procedure, to limit the amount of any deficiency judgment or other judgment which may be obtained against such Guarantor under this Guaranty to not more than the amount by which the unpaid Guaranteed Obligations plus all other indebtedness due from Borrower under the Credit Agreement and the Loan Documents exceeds the fair market value or fair value of any real or personal property securing said Guaranteed Obligations and any other indebtedness due from Borrower under the Credit Agreement, Security Agreement and the other Security Documents, including, without limitation, all rights to an appraisement of, judicial or other hearing on, or other determination of the value of said property. Each Guarantor acknowledges and agrees that, as a result of the foregoing waiver, the Guaranteed Parties may be entitled to recover from such Guarantor an amount which, when combined with the value of any real or personal property foreclosed upon by the Guaranteed Parties (or the proceeds of the sale of which have been received by the Guaranteed Parties) and any sums collected by the Guaranteed Parties from Borrower or other persons, might exceed the amount of the Guaranteed Obligations plus all other indebtedness due from Borrower under the Credit Agreement and the Loan Documents.

4.06 Revival and Reinstatement. If the Guaranteed Parties are required to pay, return or restore to Borrower or any other Person any amounts previously paid on the Guaranteed Obligations because of any proceeding under any Debtor Relief Laws, any stop notice or any other reason, the obligations of the Guarantors shall be reinstated and revived, and the rights of the Guaranteed Parties shall continue with regard to such amounts, all as though they had never been paid.

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4.07 Information Regarding Borrower. Before signing this Guaranty, each Guarantor investigated the financial condition and business operations of Borrower and such other matters as such Guarantor deemed appropriate to assure itself of Borrower’s ability to discharge its obligations under this Agreement and other Loan Documents. Each Guarantor assumes full responsibility for that due diligence, as well as for keeping informed of all matters which may affect Borrower’s ability to pay and perform its obligations hereunder. The Guaranteed Parties do not have any duty to disclose to the Guarantors any information which they may have or receive about Borrower’s financial condition, business operations, or any other circumstances bearing on its ability to perform.

4.08 Subordination. Any rights of the Guarantors, whether now existing or later arising, to receive payment on account of any Indebtedness (including interest) owed to it by Borrower or any subsequent owner of any real property collateral for the Guaranteed Obligations, or to withdraw capital invested by it in Borrower, or to receive distributions from Borrower, shall at all times be subordinate as to Lien and time of payment and in all other respects to the full and prior repayment to the Guaranteed Parties of the Guaranteed Obligations. Each Guarantor shall not be entitled to enforce or receive payment of any sums hereby subordinated until the Guaranteed Obligations have been paid and performed in full and any such sums received in violation of this Guaranty shall be received by such Guarantor in trust for the Guaranteed Parties.

4.09 Additional and Independent Obligations. Each Guarantor’s obligations under this Guaranty are in addition to its obligations under any other existing or future guaranties, each of which shall remain in full force and effect until it is expressly modified or released in a writing signed by the beneficiary of such other guaranty or guaranties. Each Guarantor’s obligations under this Guaranty are independent of those of Borrower on the Guaranteed Obligations. The Guaranteed Parties may bring a separate action, or commence a separate reference or arbitration proceeding against a Guarantor without first proceeding against Borrower, any other Person or any security that Agent or any Lender may hold, and without pursuing any other remedy. The Guaranteed Parties rights under this Guaranty shall not be exhausted by any action by the Guaranteed Parties until the Guaranteed Obligations have been paid and performed in full.

ARTICLE V. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

5.01 Conditions of Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to Agent and each of the Lenders:

(i) executed counterparts of this Agreement , all Security Documents and any other Loan Documents, sufficient in number for distribution to Agent, each Lender and Borrower;

(ii) if any Lender requests a Note, a Note executed by Borrower in favor of such Lender;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

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(iv) such documents and certifications as Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(v) a favorable opinion of counsel to the Loan Parties reasonably acceptable to Agent addressed to Agent and each Lender, as to the matters set forth concerning the Loan Parties and the Loan Documents referred to in subsections (i), (iii) and (iv) above in form and substance satisfactory to Agent;

(vi) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 5.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

(viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect;

(ix) a duly completed Compliance Certificate of Borrower as of the last day of the fiscal quarter most recently ended prior to the Closing Date, signed by a Responsible Officer of Borrower;

(x) such other assurances, certificates, documents, consents or opinions as Agent, the L/C Issuer or the Required Lenders reasonably may require.

(b) Any fees required to be paid on or before the Closing Date shall have been paid.

(c) The Closing Date shall have occurred on or before December 31, 2006.

Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

5.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to the following conditions precedent:

(a) The representations and warranties of Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 5.02, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01.

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(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) Agent shall have received, in form and substance reasonably satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as Agent or the Required Lenders reasonably may require.

Each Request for Credit Extension submitted by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 5.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

Borrower and each Guarantor represents and warrants to Agent and the Lenders that:

6.01 Financial Condition; No Change. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of American Vanguard and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of American Vanguard and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) The balance sheets of American Vanguard most recently delivered to the Lenders, and the statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Borrower as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

6.02 Corporate Existence; Power; Etc. Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i), or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.03 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral

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award to which such Person or its property is subject; or (c) violate any Law, except in each case referred to in clause (b) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

6.05 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

6.06 Litigation. Except as disclosed in SEC Filings made to date, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect, and there has been no material adverse change in the status, or financial effect on any Loan Party or any Material Subsidiary thereof, of such matters.

6.07 Taxes. Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against Borrower or any Material Subsidiary that would, if made, have a Material Adverse Effect.

6.08 Margin Regulations; Investment Company Act. (a) Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of Borrower, any Person Controlling Borrower, or any Material Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

6.09 Subsidiaries. Except as disclosed to the extent required by Law in SEC Filings made to date, American Vanguard has no Subsidiaries, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified in the SEC Filings free and clear of all Liens. Borrower has no equity investments in any other corporation or entity other than those specifically disclosed, to the extent required by Law, in the SEC Filings. All of the outstanding Equity Interests in Borrower have been validly issued and are fully paid and nonassessable.

6.10 ERISA Compliance. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Borrower and each ERISA Affiliate have made all required contributions to each Plan

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subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) Individually or in the aggregate, (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA that reasonably could be expected to have a Material Adverse Effect.

6.11 Ownership of Property; Liens. Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 8.01.

6.12 No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to any Contractual Obligation and no Default has occurred under this Agreement or any Loan Document that, in any case, could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.13 Insurance. The properties of Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where Borrower or the applicable Subsidiary operates.

6.14 Disclosure. Borrower has disclosed to Agent and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

6.15 Compliance with Laws. Each Loan Party and each Material Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

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6.16 Environmental Compliance. To the best of its knowledge, the operations of American Vanguard and each of its Subsidiaries comply substantially, and during the term of this Agreement will at all times comply substantially, in all respects with all applicable Environmental Laws; American Vanguard and each of its Subsidiaries has obtained licenses, permits, authorizations and registrations required under applicable Environmental Law (“Environmental Permits”) and necessary for its ordinary operations, all such Environmental Permits are in good standing, and American Vanguard and each of its Subsidiaries is in compliance with all material terms and conditions of such Environmental Permits; neither American Vanguard nor any of its Subsidiaries nor any of their respective present properties or operations are subject to any outstanding written order from or agreement with any Governmental Authority nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Material not previously disclosed; there are no Hazardous Materials or other conditions or circumstances existing, or arising from operations prior to the date of this Agreement, with respect to any property of American Vanguard or any of its Subsidiaries that would reasonably be expected to give rise to Environmental Claims; provided, however, that with respect to property leased from an unrelated third party, the foregoing representation is made to the best knowledge of Borrower. In addition (i) neither American Vanguard nor any of its Subsidiaries has or maintains any underground storage tanks which are not properly registered or permitted under applicable Environmental Laws or which are leaking or disposing of Hazardous Materials off-site, and (ii) each of American Vanguard and its Subsidiaries has notified all of its employees of the existence, if any, of any health hazard arising from the conditions of their employment and have met all notification requirements under Title III of CERCLA and all other applicable Environmental Law.

6.17 Security Documents. The Security Documents are effective to create in favor of Agent, for the benefit of the Guaranteed and Secured Parties, a legal, valid and enforceable security interest in the Collateral and, when duly recorded or filed, the Liens granted under the Security Documents will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral, subject to the effect of applicable bankruptcy and similar Laws affecting the rights of creditors generally and the effect of equitable principles whether applied in an action at Law or a suit at equity.

6.18 Solvency. American Vanguard and each of its Subsidiaries is Solvent after giving effect to each of the Loan Documents.

6.19 Intellectual Property; Licenses, Etc. American Vanguard and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by American Vanguard or any Material Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

ARTICLE VII. AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrower and each Guarantor shall, and shall (except in the case of the covenants set forth in Sections 7.01, 7.02, and 7.03) cause each Subsidiary to:

7.01 Financial Statements. Deliver to Agent a sufficient number of copies for delivery by Agent to each Lender, in form and detail reasonably satisfactory to Agent and the Required Lenders:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of American Vanguard, a consolidated balance sheet of American Vanguard and its Subsidiaries as at the

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end of such fiscal year together with consolidated statements of income, stockholders’ equity and statements of cash flow of American Vanguard and its Subsidiaries for such year presented fairly in accordance with GAAP and accompanied by an unqualified report of a firm of independent certified public accountants acceptable to Agent and, upon issuance, a copy of any management letter issued in connection therewith by such certified public accountants;

(b) as soon as available, but in any even within 45 days after the end of each of the first three fiscal quarters of each fiscal year of American Vanguard (and within ninety (90) days after the last fiscal quarter in each fiscal year), consolidated and consolidating statements of income, stockholders’ equity and cash flows for American Vanguard and its subsidiaries for the period just ended together with the related balance sheet of American Vanguard and its Subsidiaries as of the end of such period prepared by American Vanguard, together with a certificate of the chief financial officer of American Vanguard stating that to the best of his (her) knowledge and belief such financial statements are prepared in accordance with GAAP, subject to normal year end adjustments.

7.02 Certificates; Other Information. Deliver to Agent a sufficient number of copies for delivery by Agent to each Lender, in form and detail reasonably satisfactory to Agent and the Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of Borrower;

(b) promptly after any request by Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Borrower or any Subsidiary, or any audit of any of them;

(c) within one hundred and twenty (120) days after the end of each fiscal year, a company-prepared budget for the then current year in form and detail satisfactory to Agent;

(d) within forty-five (45) days after the last day of each fiscal quarter of American Vanguard, an accounts receivable and accounts payable aging report of American Vanguard and its subsidiaries as of the last day of such fiscal quarter in form and substance satisfactory to Agent;

(e) promptly, copies of all SEC Filings (including Form 10Q within 45 days after the end of each fiscal quarter and Form 10K within 90 days after the end of each fiscal year)and any other regular, periodic or special reports which American Vanguard or any of its Subsidiaries files, or is required to file, with any national securities exchange and copies of each notice or other material correspondence from the Securities and Exchange Commission or comparable agency concerning any investigation or possible investigation or other inquiry regarding financial or other operation results of any Loan Party or any Subsidiary thereof;

(f) promptly, such additional information regarding the business, financial or corporate affairs of Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a), Section 7.01(b) or Section 7.02(e) (to the extent any such documents are included in SEC Filings) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which American Vanguard posts such documents or provides a link thereto on American Vanguard’s website on the Internet at an address provided to Agent and each Lender; or (ii) on which documents are posted on American Vanguard’s behalf on an Internet or intranet website, if any, to which each Lender and Agent have access (whether a commercial, third-party website or sponsored by Agent); provided, however, that (i) American Vanguard shall deliver paper copies of documents to Agent or any Lender that requests American Vanguard to deliver such paper copies until a written request to cease delivering paper copies is given to American Vanguard

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by such recipient and (ii) American Vanguard shall notify Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, in every instance, American Vanguard shall be required to deliver paper copies of the Compliance Certificate required by Section 7.02(a) to Agent. Except for such Compliance Certificates, Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event, shall have no responsibility to monitor compliance by American Vanguard with any request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Loan Party hereby acknowledges that (a) Agent may make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Loan parties hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). Each Loan party hereby agrees that so long as American Vanguard is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized Agent to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

7.03 Payment of Indebtedness. Pay, discharge or otherwise satisfy at or before maturity or before it becomes delinquent, defaulted or accelerated, as the case may be, all its Indebtedness (including taxes), except Indebtedness being contested in good faith and for which provision is made to the satisfaction of Agent for the payment thereof in the event American Vanguard or any of its Subsidiaries is found to be obligated to pay such Indebtedness and which Indebtedness is thereupon promptly paid by such Person.

7.04 Maintenance of Existence and Properties. Maintain its corporate existence and maintain all rights, privileges, licenses, approvals, franchises, properties and assets necessary or desirable in the normal conduct of its business, and comply with all Contractual Obligations and Law. Any violation of a Law shall be corrected within thirty (30) days (or such other period as agreed upon by the Lenders) of the earlier of receipt of a citation or knowledge of such violation by Borrower or any Guarantor.

7.05 Inspection of Property; Books and Records; Discussions. Permit representatives and independent contractors of Agent and each of the Lenders to (i) visit and inspect any of its properties to examine its corporate, financial and operating records, (ii) make copies of any of the foregoing or abstracts therefrom, and (iii) to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Borrower; provided, however, that when an Event of Default exists, Agent and any Lender (and any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Borrower at any time during normal business hours and without advance notice.

7.06 Notices. Give prompt written notice to Agent and each Lender:

(a) of the occurrence of any Default;

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(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of American Vanguard or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between American Vanguard or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting American Vanguard or any Subsidiary, including pursuant to any applicable Environmental Laws;

(c) of the occurrence of any ERISA Event that has resulted or could reasonably be expected to result in a Material Adverse Effect; and

(d) of any material change in accounting policies or financial reporting practices by American Vanguard or any Subsidiary.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 7.06(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

7.07 Maintenance of Insurance. Obtain and maintain insurance with responsible companies in such amounts and against such risks as are usually carried by corporations engaged in similar businesses similarly situated, including, without limitation, product liability insurance with a coverage amount of not less than $20,000,000.00, and furnish Agent on request full information as to all such insurance. Agent for the benefit of the Guaranteed and Secured Parties shall be named as loss payee and an additional insured on all policies of insurance maintained as required hereunder.

7.08 Environmental Compliance.

(a) Conduct its operations and keep and maintain all its Properties in compliance with all applicable Environmental Laws.

(b) Give prompt written notice to Agent, but in no event later than ten days after becoming aware, of the following: (i) any enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against American Vanguard or any of its Subsidiaries or any of their respective Properties pursuant to any applicable Environmental Laws, (ii) all other Environmental Liabilities, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the Property of American Vanguard or any of its Subsidiaries that could reasonably be anticipated to cause such Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of such property under any Environmental Laws.

(c) Upon the written request of Agent, each of Borrower and the Guarantors shall submit to Agent, at Borrower’s or such Guarantor’s sole cost and expense, at reasonable intervals, a report providing an update of the status of any environmental, health or safety compliance, hazard or liability issue identified in any notice required pursuant to this section.

(d) At all times indemnify and hold harmless Agent and the Lenders from and against all liability arising out of any Environmental Liabilities, except those Environmental Liabilities caused as a primary and direct result of the gross negligence or willful misconduct of Agent or any of the Lenders.

7.09 ERISA. Furnish to Agent:

(a) Promptly and in any event within ten (10) days after Borrower or a Guarantor knows or has reason to know of the occurrence of a Reportable Event with respect to a Plan with regard to which notice must be provided to the PBGC, a copy of such materials required to be filed with the PBGC with

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respect to such Reportable Event and in each such case a statement of the chief financial officer of Borrower or such Guarantor setting forth details as to such Reportable Event and the action which Borrower or such Guarantor proposes to take with respect thereto;

(b) Promptly and in any event within ten (10) days after Borrower or a Guarantor knows or has reason to know of any condition existing with respect to a Plan which presents a material risk of termination of the Plan, imposition of an excise tax, requirement to provide security to the Plan or incurrence of other liability by Borrower, any Guarantor or any ERISA Affiliate, a statement of the chief financial officer of Borrower or such Guarantor describing such condition;

(c) At least ten (10) days prior to the filing by a plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice;

(d) Promptly and in no event more than ten (10) days after the filing thereof with the Secretary of the Treasury, a copy of any application by Borrower, a Guarantor or an ERISA Affiliate for a waiver of the minimum funding standard under Section 412 of the Code;

(e) Promptly and in any event within ten (10) days after Borrower or any Guarantor knows or has reason to know of any event or condition which might constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, a statement of the chief financial officer of Borrower or such Guarantor describing such event or condition;

(f) Promptly and in no event more than ten (10) days after receipt thereof by Borrower, any Guarantor or any ERISA Affiliate, a copy of each notice received by Borrower, such Guarantor or ERISA Affiliate concerning the imposition of any withdrawal liability under section 4202 of ERISA; and

(g) Promptly after receipt thereof a copy of any notice Borrower, any Guarantor or any ERISA Affiliate may receive from the PBGC or the Internal Revenue Service with respect to any Plan or Multiemployer Plan; provided, however, that this subparagraph (g) shall not apply to notices of general application promulgated by the PBGC or the Internal Revenue Service.

7.10 Permitted Hedges. From the period beginning ninety (90) days after the Closing Date until the fourth annual anniversary after the Closing Date, maintain in effect Permitted Hedges that are interest rate swap agreements for a notional amount not less than one-half of the principal amount of the Term Loans from time to time outstanding and that are otherwise acceptable to Agent.

7.11 Payment of Obligations. Except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by American Vanguard or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.

7.12 Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, write, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

7.13 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of American Vanguard or such Subsidiary, as

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the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over American Vanguard or such Subsidiary, as the case may be. American Vanguard shall maintain at all times books and records pertaining to the Collateral in such detail, form and scope as Agent or any Lender shall reasonably require.

7.14 Use of Proceeds. Use the proceeds of the Credit Extensions under the Revolving Commitments for working capital and general corporate purposes; use the proceeds of the Term Loans to finance the acquisition of the BASF Aktiengesellschafter “Counter Product” and related assets and the Lock ‘n Loan closed delivery system and refinance existing indebtedness. No Credit Extension shall be used in contravention of any Law or of any Loan Document.

7.15 Collateral; Guarantors; Post Closing Matters.

(a) Execute and deliver promptly, and to cause each other Loan Party to execute and deliver promptly, to Agent, from time to time, solely for Agent’s convenience in maintaining a record of the Collateral, such written statements and schedules as Agent may reasonably require designating, identifying or describing the Collateral. The failure by Borrower or any other Loan Party, however, to promptly give Agent such statements or schedules shall not affect, diminish, modify or otherwise limit the Liens on the Collateral granted pursuant to the Security Documents.

(b) Promptly upon any Subsidiary of American Vanguard becoming a Material Subsidiary, cause such Material Subsidiary to execute and deliver to Agent a joinder to this Agreement that is in form and substance satisfactory to Agent pursuant to which such Material Subsidiary joins in the Guaranty and the other terms and conditions hereof and such other Security Documents as shall be requested by Agent that are in form and substance reasonably satisfactory to Agent granting to Agent for the benefit of the Guaranteed and Secured Parties a first priority perfected security interest in substantially all personal property of such Subsidiary together with such incumbency certificate, Organization Documents of such Subsidiary, good standing certificates and opinions as Agent may reasonably request;

(c) And to cause each other Loan Party to (i) defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein, (ii) comply with the requirements of all state and federal laws in order to grant to Agent and Lenders valid and perfected first priority security interests in the Collateral, with perfection, in the case of any investment property, deposit account or letter of credit, being effected by giving Agent control of such investment property or deposit account or letter of credit, rather than by the filing of a Uniform Commercial Code (“UCC”) financing statement with respect to such investment property, and (iii) do whatever Agent may reasonably request, from time to time, to effect the purposes of this Agreement and the other Loan Documents, including filing notices of liens, UCC financing statements, fixture filings and amendments, renewals and continuations thereof; cooperating with Agent’s representatives; keeping stock records; obtaining waivers from landlords and mortgagees and from warehousemen and their landlords and mortgages; and, paying claims which might, if unpaid, become a Lien on the Collateral.

ARTICLE VIII. NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, neither Borrower nor any Guarantor shall, nor shall it permit any Subsidiary to, directly or indirectly:

8.01 Liens. Create, incur, assume or suffer to exist any Lien upon the Collateral except Liens in favor of Agent for the benefit of the Guaranteed and Secured Parties, or create, incur, assume or suffer to exist any Lien upon any of its other property and assets except:

(a) Liens or charges for current taxes, assessments or other governmental charges which are not delinquent or which remain payable without penalty, or the validity of which are contested in good

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faith by appropriate proceedings upon stay of execution of the enforcement thereof, provided that Borrower or the relevant Guarantor shall have set aside on its books and shall maintain adequate reserves for the payment of same in conformity with GAAP;

(b) Liens, deposits or pledges made to secure statutory obligations, surety or appeal bonds, or bonds for the release of attachments or for stay of execution, or to secure the performance of bids, tenders, contracts (other than for the payment of borrowed money), leases or for purposes of like general nature in the ordinary course of Borrower’s or the relevant Guarantor’s business;

(c) Purchase money security interests for property, conditional sale agreements, or other title retention agreements; provided, however, that no such security interest or agreement shall extend to any property other than the property acquired in connection with the grant of such security interest; and

(d) Other Liens securing Indebtedness permitted under Section 8.03(e).

8.02 Intentionally Omitted.

8.03 Funded Debt. Create, incur, assume or suffer to exist, or otherwise become or be liable, or cause any Subsidiary to create, incur, assume or suffer to exist, or otherwise become or be liable, in respect of any Indebtedness except:

(a) The Obligations;

(b) Indebtedness reflected in the financial statements referred to in Section 6.01;

(c) Trade debt incurred in the ordinary course of business;

(d) Indebtedness secured by Liens permitted under Sections 8.01(a), (b) and (c); and

(e) Other Indebtedness in an aggregate amount of not more than $4,000,000.00 at any time outstanding.

8.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) any Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, and, provided further that if a Guarantor is merging with another Subsidiary, the Guarantor shall be the surviving Person; and

(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be Borrower or a wholly-owned Subsidiary and, provided further that if the transferor of such assets is a Guarantor, the transferee must either be Borrower or a Guarantor.

8.05 Acquisitions. Without the prior written consent of the Required Lenders, make any Acquisitions other than Acquisitions permitted pursuant to Sections 8.06 or 8.10; provided, that (i) at least seven (7) Business Days prior to making a Permitted Acquisition Borrower shall deliver or cause to be delivered to Agent a Compliance Certificate prepared on a Pro Forma Basis and projections, each in form and substance satisfactory t the Agent, demonstrating that, after giving effect to such Acquisition, no

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Potential Default or Event of Default will have occurred or is reasonably expected to occur prior to repayment in full of the Loans when due and (ii) concurrently with such Acquisition, Borrower shall deliver or cause to be delivered to the Agent any Loan Documents required by this Agreement and the other Loan Documents, including, without limitation, pursuant to Section 7.15.

8.06 Investments; Advances. Make or commit to make any Investment except that.

(a) the Guarantors and the Domestic Wholly-Owned Subsidiaries of Borrower and the Guarantors may make loans and advances in the ordinary course of business to Borrower; provided that any promissory notes evidencing such intercompany loans advances shall be pledged and delivered to Agent under the Security Documents;

(b) Borrower, the Guarantors and their Subsidiaries may establish and make additional investments in Domestic Wholly Owned Subsidiaries that are Guarantors;

(c) Borrower, the Guarantors and their Subsidiaries may make investments in Cash Equivalents;

(d) Borrower, the Guarantors and their Subsidiaries may make loans and advances in the ordinary course of business to their respective employees so long as the aggregate principal amount thereof at any one time outstanding (determined without regard to any write downs or write offs) shall not exceed $500,000; and

(e) Permitted Acquisitions.

8.07 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory and other assets in the ordinary course of business as presently conducted;

(c) Dispositions of property by any Subsidiary to Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Guarantor, the transferee thereof must either be Borrower or a Guarantor; and

(d) Dispositions permitted by Section 8.04.

provided, however, that any Disposition pursuant to clauses (a) through (d) shall be for fair market value.

8.08 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by Borrower, the Guarantors and their Subsidiaries on the date hereof or any business substantially related or incidental thereto.

8.09 Financial Covenants.

(a) Permit the Consolidated Funded Debt Ratio as of the end of any fiscal quarter to exceed the ratio set next to such fiscal quarter below:

As of the following date:	Not permit the ratio to exceed:
As of December 31, 2006, March 31, 2007, June 30, 2007 or September 30, 2007	3.00 to 1.00
As of December 31, 2007 and the last day of any fiscal quarter thereafter	2.50 to 1.00

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(b) Permit the Consolidated Fixed Charge Coverage Ratio as of the last day of any fiscal quarter to be less than 1.50 to 1.00.

(c) Permit the Modified Current Ratio as of the last day of any fiscal quarter to be less than 1.75 to 1.00.

8.10 Capital Expenditures. Permit American Vanguard and its Subsidiaries, on a consolidated basis, to make Capital Expenditures in any fiscal year in an aggregate amount in excess of Fifteen Million Dollars ($15,000,000). If Capital Expenditures made in any year are less than such sum, the differential will not increase the amount of Capital Expenditures that may be made in any succeeding year.

8.11 Hedge Agreements. Except for Permitted Hedges maintained pursuant to Section 7.10 above, enter into any Other Hedging Agreements.

8.12 Transactions with Affiliates; Creation of Subsidiaries.

(a) Enter into any transaction (including, without limitation, the purchase or sale of any property or service) with, or make any payment or transfer to, any Affiliate except in the ordinary course of business and pursuant to the reasonable requirements of Borrower’s and Guarantors’ business and upon fair and reasonable terms no less favorable to Borrower or such Guarantor than would be obtainable in a comparable arms-length transaction;

(b) Establish, create, acquire or suffer to exist any Subsidiaries (except Immaterial Subsidiaries) other than Domestic Wholly Owned Subsidiaries that are Guarantors.

8.13 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that, in any material respect, (a) limits the ability (i) of any Subsidiary to make Distributions to Borrower or any Guarantor or to otherwise transfer property to Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of Borrower or (iii) of Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person.

8.14 Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

ARTICLE IX. EVENTS OF DEFAULT AND REMEDIES

9.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. Borrower shall fail to pay any principal on the Loans or any L/C Obligation when due or Borrower or any other Loan Party shall fail to pay within five (5) days of the date when due any other Obligation under the Loan Documents; or

(b) Misrepresentations. Any representation or warranty made by Borrower or any Guarantor in any Loan Document shall be inaccurate or incomplete in any material respect on or as of the date made or deemed made; or

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(c) Specific Covenants. Except as otherwise expressly permitted by this Agreement, Borrower or any Guarantor shall fail to maintain its corporate existence or shall default in the observance or performance of any covenant or agreement contained in Section 7.04 or Article VIII or in any Security Documents; or

(d) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (c) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days following notice thereof given to Borrower by Agent; or

(e) Cross-Default. Borrower or any Guarantor shall default in any payment of principal of or interest on any Indebtedness (other than the Obligations) or any other event shall occur, the effect of which is to permit such Indebtedness to be declared or otherwise to become due prior to its stated maturity; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h) ERISA. (1) Any Reportable Event or a Prohibited Transaction shall occur with respect to any Plan; or (2) a notice of intent to terminate a Plan under section 4041 of ERISA shall be filed; or (3) a notice shall be received by the plan administrator of a Plan that the PBGC has instituted proceedings to terminate a Plan or appoint a trustee to administer a Plan; or (4) any other event or condition shall exist which might, in the opinion of the Agent, constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; or (5) Borrower, any Guarantor or any ERISA Affiliate shall withdraw from a Multiemployer Plan under circumstances which the Agent determines could have a Material Adverse Effect; or

(i) Judgments. One or more judgments or decrees for an aggregate amount in excess of $500,000 shall be entered against Borrower, any Guarantor or any of their respective Subsidiaries and all such judgments or decrees shall not have been vacated, discharged, stayed, satisfied or bonded pending appeal within sixty (60) days from the entry thereof or in any event later than five days prior to the date of any proposed sale thereunder; or

(j) Suspension of Business. Borrower or any Guarantor shall voluntarily suspend the transaction of business for more than five days in any calendar year; or

(k) Guaranty. Any Guarantor shall fail to observe or comply with any term or condition of its Guaranty or Guarantor Security Agreement or shall attempt to rescind or revoke its Guaranty, with respect to future transactions or otherwise; or

(l) Material Adverse Effect. An event shall occur that has a Material Adverse Effect;

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(m) Invalidity of Loan Documents. Any Loan Document or any provision thereof, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases, in any material respect, to be in full force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any Loan Document or any provision thereof; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document or any provision thereof.

9.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower;

(c) require that Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of Agent or any Lender.

9.03 Application of Funds. After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Agent (including fees and time charges for attorneys who may be employees of Agent) and amounts payable under Article III) payable to Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C Fees) payable to Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid L/C Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

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Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably among Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to payment of any other Secured Obligations; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE X. AGENT

10.01 Appointment and Authorization of Agent. (a) Each of the Lenders and the L/C issuer hereby irrevocably appoints Bank of the West to act on its behalf as Agent hereunder and under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof and thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions.

(b) Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as Agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.05 or otherwise for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of Agent shall be entitled to the benefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto.

10.02 Rights as a Lender. The Person serving as Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account therefor to Lenders.

10.03 Exculpatory Provisions. Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

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(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Law; and

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity.

Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.02 and 10.01) or (ii) in the absence of its own gross negligence or willful misconduct. Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to Agent by a Lender or the L/C Issuer. Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent.

10.04 Reliance by Agent. Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

10.05 Delegation of Duties. Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Agent. Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent.

10.06 Resignation of Agent. Agent may at any time give notice of its resignation to Lenders, the L/C Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such

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appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if Agent shall notify Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Any resignation by Bank of the West as Agent pursuant to this Section shall also constitute its resignation as L/C Issuer. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.

10.07 Non-Reliance on Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, no Lender holding a title listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Agent, a Lender or the L/C Issuer hereunder.

10.09 Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders, the L/C Issuer and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, the L/C Issuer and Agent and their respective agents and counsel and all other amounts due Lenders, the L/C Issuer and Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to Agent and, in the event that Agent shall consent to the making of such payments directly to Lenders and the L/C Issuer, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent under Sections 2.09 and 10.04. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

10.10 Guaranty Matters. Each Lender and the L/C Issuer hereby irrevocably authorizes Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Material Subsidiary as a result of a transaction permitted hereunder. Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

10.11 Collateral Matters. (a) Each Lender and the L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Security Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Security Documents.

(b) Each Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and in its discretion,

(i) to release any Lien on any property granted to or held by Agent under any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (B) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of Default; and

(ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document.

Upon request by Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11.

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(c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer) to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that (i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure.

(d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for, protected or insured or that the Liens granted to Agent herein or in any of the Security Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer.

(e) Each Lender and the L/C Issuer hereby appoints each other Lender as agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s instructions.

ARTICLE XI. MISCELLANEOUS

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Borrower or the applicable Loan Party, as the case may be, and acknowledged by Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 5.01(a) without the written consent of each Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Section 5.01(a) (iii) or (iv) with respect to which Borrower has given assurances reasonably satisfactory to Agent that such items shall be delivered promptly following the Closing Date;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 9.02) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 11.01) any fees or other amounts payable

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hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest or L/C Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

(e) change Section 2.12 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

(g) release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions except in accordance with the terms of any Loan Document, without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; and (iii) Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

11.02 Notices; Effectiveness; Electronic Communications. (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02;

(ii) if to Borrower, to the address, telecopier number, electronic mail address or telephone number specified for Borrower on Schedule 11.02; and

(iii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and

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Internet or intranet websites) pursuant to procedures approved by Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable has notified Agent that it is incapable of receiving notices under such Article by electronic communication. Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c) Internet. In no event shall Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Borrower’ or Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc. Each of Borrower, the L/C Issuer, the Swing Line Lender and each Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to Borrower, Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify Agent from time to time to ensure that Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e) Reliance by Agent. L/C Issuer and Lenders. Agent, the L/C Issuer, the Swing Line Lender and Lenders shall be entitled to reasonably rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic communications with Agent may be recorded by Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer or Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

11.04 Expenses; Indemnity; Damage Waiver. (a) Costs and Expenses. Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), in connection with the syndication of the credit

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facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by Agent, any Lender or the L/C Issuer (including the reasonable fees, charges and disbursements of any counsel for Agent, any Lender or the L/C Issuer), and shall pay all reasonable fees and time charges for attorneys who may be employees of Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by Borrower. Borrower shall indemnify Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by Borrower or any Subsidiaries, or any Environmental Liability related in any way to Borrower or any Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

(c) Reimbursement by Lenders. To the extent that Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Agent (or any such sub-agent), the L/C Issuer the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.11(d).

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(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, Borrower shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section shall survive the resignation of Agent or the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05 Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to Agent, the L/C Issuer, the Swing Line Lender or any Lender, or Agent, the L/C Issuer, the Swing Line Lender or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, the L/C Issuer, the Swing Line Lender or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender, the L/C Issuer and the Swing Line Lender severally agrees to pay to Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders, the L/C Issuer and the Swing Line Lender under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06 Successors and Assigns. (a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Agent, the L/C Issuer, the Swing Line Lender and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Agent, the L/C Issuer, the Swing Line Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts

(A) without regard to the minimum assignment amount required by clause (B) below, (i) a Lender may assign the entire remaining amount of its Commitment and Loans and (ii) a Lender may assign any amount of its Commitment and Loans to any Affiliate of such Lender; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed);

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender or an Affiliate of a Lender (so long as such Lender or Affiliate has full power, authority and sole discretion to act unilaterally on all matters relating to this Agreement, any other Loan Document or agreement or instrument contemplated hereby or thereby);

(B) the consent of Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender or an Affiliate of such Lender with respect to such Lender;

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to Agent and Borrower an Assignment and Assumption, together with a processing and recordation fee payable to Agent equal to $3,000 provided, however, that Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Agent and Borrower an Administrative Questionnaire.

(v) No Assignment to Borrower. No such assignment shall be made to Borrower’s Affiliates or Subsidiaries.

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(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person.

Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. Agent, acting solely for this purpose as an agent of Borrower, shall maintain at Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by and a copy provided to Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, Borrower or Agent, sell participations to any Person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion equal to not less than $5,000,000 of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12 as though it were a Lender.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(g) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h) Deemed Consent of Borrower. If the consent of Borrower to an assignment to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in Section 10.06(b)(i)(B)), Borrower shall be deemed to have given their consent five Business Days after the date notice thereof has been delivered to Borrower by the assigning Lender (through Agent) unless such consent is expressly refused by Borrower prior to such fifth Business Day.

(i) Resignation as L/C Issuer or Swing Line lender. Notwithstanding anything to the contrary contained herein, if at any time Bank of the West assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of the West may, upon 30 days’ notice to Borrower and the Lenders, resign as L/C Issuer and/or resign as Swing line Lender. In the event of any such resignation as L/C Issuer and/or Swing Line Lender, the L/C Issuer or Swing Line Lender shall appoint from among Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of Bank of the West as L/C Issuer or Swing Line Lender. If Bank of the West resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Prime Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of the West resigns as Swing Line Lender, its hall retain all of the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Prime Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(d). Upon the appointment of a successor L/C Issuer or Swing Line Loan, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of the West to effectively assume the obligations of Bank of the West with respect to such Letters of Credit.

11.07 Treatment of Certain Information; Confidentiality. Each of Agent, Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (but, subject to and in accordance with its ordinary and customary procedures and otherwise applicable Law, each Lender agrees to give Borrower prior written notice thereof), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations, (g) with the consent of Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than

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Borrower. For purposes of this Section, “Information” means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws.

11.08 Right of Setoff. If an uncured Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify Borrower and Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application, and, without the prior written consent of Agent, no setoff shall be made so long as any Obligations are secured directly or indirectly by real property.

11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for, charged, or received by Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by Agent and when Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

11.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such

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representations and warranties have been or will be relied upon by Agent and each Lender, regardless of any investigation made by Agent or any Lender or on their behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

11.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.13 Governing Law; Jurisdiction; Etc. (a) Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the state of California.

(b) Submission to Jurisdiction. Borrower and each other Loan Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the state of California sitting in Los Angeles County and of the United States District Court of the Central District of California, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that Agent, any Lender or the L/C Issuer may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Borrower or any other Loan Party or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Borrower and each other Loan Party irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Service of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.02. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

11.14 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

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11.15 California Judicial Reference. If any action or proceeding is filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) without limiting the generality of Section 11.04, Borrower shall be solely responsible to pay all fees and expenses of any referee appointed in such action or proceeding.

11.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Borrower, each other Loan Party and their respective Affiliates, on the one hand, and Agent, on the other hand, and Borrower and each other Loan Party are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, Agent is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for Borrower, any other Loan Party or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) Agent has not assumed and will not assume an advisory, agency or fiduciary responsibility in favor of Borrower or any other Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether Agent has advised or is currently advising Borrower, any other Loan Party or any of their respective Affiliates on other matters) and Agent has no obligation to Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) Agent and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and Agent has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) Agent has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of Borrower and the other Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against Agent with respect to any breach or alleged breach of agency or fiduciary duty.

11.17 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Agent, as applicable, to identify Borrower in accordance with the Act.

11.18 Amendment of Security Documents; Effect of Amendment and Restatement. (a) For purposes of loans, letters of credit and other obligations of Borrower and Guarantors outstanding under the Existing Credit Agreement as of the Closing Date, this Agreement replaces the Existing Credit Agreement and other loan documents thereunder (the “Existing Loan Documents”) only to the extent inconsistent therewith. All such loans, letters of credit and obligations shall remain outstanding under this Agreement, bearing interest and being payable as set forth in this Agreement beginning as of the Closing Date but being construed as having been incurred when and as incurred under the Existing Credit Agreement. All references to the Existing Credit Agreement and to the terms thereof contained in the

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Existing Loan Documents shall be construed as references to this Agreement and to the correlative terms hereof. Without limiting the generality of the foregoing, all Loan Documents providing for Collateral securing or guarantying (or in effect guarantying) the “Obligations” shall, from and after the Closing Date, be read to secure the “Secured Obligations.” Each of the parties hereto agrees that the grant of the security interests in the Collateral pursuant to the Security Documents is not intended to, nor shall it be construed, as constituting a release of any prior security interests granted by Borrower or any Subsidiary of Borrower in favor of Agent in or to any Collateral but is intended to constitute a restatement and confirmation of prior security interests together with a grant of a security interest in any additional Collateral contemplated by the Loan Documents.

(b) On the Closing Date, and without regard to any provisions of Section 11.06 above to the contrary, Lenders holding Loans and risk participations in Letters of Credit under the Existing Credit Agreement shall concurrently make assignments, and Lenders shall make purchases, thereof in amounts such that, after giving effect thereto, all Loans and risk participations under this Agreement are held by the Lenders proportionately as contemplaed by this Agreement.

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EX-21

EXHIBIT 21

AMERICAN VANGUARD CORPORATION AND SUBSIDIARIES

LISTING OF SUBSIDIARIES

Subsidiaries of the Company and the jurisdiction in which each company was incorporated are listed below. Unless otherwise indicated parenthetically, 100% of the voting securities of each subsidiary are owned by the Company. All companies indicated with an asterisk (*) are subsidiaries of AMVAC. All of the following subsidiaries are included in the Company’s consolidated financial statements:

AMVAC Chemical Corporation	California
GemChem, Inc.	California
2110 Davie Corporation (formerly ABSCO Distributing)	California
AMVAC Chemical UK Ltd.*	Surrey, England
AMVAC Chemical GmbH	Switzerland
Agroservicios Amvac, SA de CV	Mexico
Quimica Amvac de Mexico SA de CV	Mexico
Environmental Mediation, Inc.	California
Calhart Corporation	California
Manufacturers Mirror & Glass Co., Inc.	California
Todagco (80%)*	California
American Vanguard Corporation of Imperial Valley (90%)*	California
AMVAC Ag-Chem*	California
AMVAC Chemical Corporation-Nevada*	Nevada

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

Board of Directors

American Vanguard Corporation

Newport Beach, CA

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-122981, 333-109320 and 333-62612) and Form S-8 (Nos. 333-102381, 333-76218 and 333-64220) of American Vanguard Corporation of our reports dated March 14, 2007, relating to the consolidated financial statements and financial statement schedule and the effectiveness of American Vanguard Corporation’s internal control over financial reporting, which appear in this Form 10-K.

/s/ BDO Seidman, LLP

Los Angeles, California

March 14, 2007

EX-31.1

Exhibit 31.1

AMERICAN VANGUARD CORPORATION

CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric G. Wintemute, certify that:

1. I have reviewed this report on Form 10-K of American Vanguard Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2007	/s/ ERIC G. WINTEMUTE
	Eric G. Wintemute
	Chief Executive Officer

EX-31.2

Exhibit 31.2

AMERICAN VANGUARD CORPORATION

CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James A. Barry, certify that:

1. I have reviewed this report on Form 10-K of American Vanguard Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosures controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2007	/s/ JAMES A. BARRY
	James A. Barry
	Chief Financial Officer

EX-32.1

Exhibit 32.1

AMERICAN VANGUARD CORPORATION

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of American Vanguard Corporation (the “Company”) on Form 10-K for the period ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002 that based on their knowledge (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ ERIC G. WINTEMUTE

Eric G. Wintemute,

Chief Executive Officer

/s/ JAMES A. BARRY

James A. Barry

Chief Financial Officer

March 14, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to American Vanguard Corporation and will be retained by American Vanguard Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-K and shall not be considered filed as part of the Form 10-K.