FORM OF SECOND AMENDMENTAND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

FORM OF SECOND AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of April 14, 2015 among AMVAC CHEMICAL CORPORATION, a California corporation (the “Company”), AMVAC NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid, organized under the law of the Netherlands (“AMVAC Netherlands”), AMVAC C.V., a commanditaire vennootschap, organized under the law of the Netherlands (collectively, with AMVAC Netherlands, the “Designated Borrowers”), AMERICAN VANGUARD CORPORATION, a Delaware corporation (“American Vanguard”), GEMCHEM, INC., a California corporation (“GemChem”), 2110 DAVIE CORPORATION, a California corporation (“2110 Davie”), AVD INTERNATIONAL LLC, a Delaware limited liability company (collectively, with the Designated Borrowers, American Vanguard, GemChem and 2110 Davie, the “Guarantors”), the Lenders party hereto, and BANK OF THE WEST, as Agent.

RECITALS

A. Pursuant to a Second Amended and Restated Credit Agreement dated as of June 17, 2013 (as amended by a First Amendment dated as of July 11, 2014, the “Credit Agreement”) among the Company, the Guarantors, the Designated Borrowers, the Lenders party thereto and the Agent, the Lenders extended and agreed to extend credit to the Borrowers. Capitalized terms used herein which are not otherwise defined shall have the meanings given them in the Credit Agreement.

B. The Company has notified the Lenders that, pursuant to Asset Purchase and Sale Agreements dated as of April, 2015 (the “Bromacil APSAs”) by and between E. I. Du Pont De Nemours and Company (together with its applicable Affiliates, the “Seller”) and AMVAC Netherlands, AMVAC Netherlands (together with its applicable Affiliates, the “Buyer”) intends to acquire the Non-Singapore Purchased Assets and the Singapore Purchased Assets (as such terms are defined in the Bromacil APSAs) in a Permitted Acquisition (the “Bromacil Acquisition”).

C. To pay a portion of the consideration for the Bromacil Acquisition, the Company has notified the Lenders that the Buyer intends to issue evidence of unsecured Indebtedness in a principal amount of $10,000,000 due one year from the date of issuance bearing interest, payable quarterly, at a rate per annum equal to 4.00% (the “Seller Note”).

D. In connection with the Bromacil Acquisition , the Company has requested the Lenders to (i) waive, solely for the period from the date of this Amendment until one Business Day prior to the closing of the Bromacil Acquisition, the requirement that the Company deliver to Agent at least 15 days prior to such Acquisition a Compliance Certificate prepared on a Pro Forma Basis and projections evidencing compliance with the Credit Agreement as provided in clause (f) of the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement (the “Specified Requirement”) and (ii) amend certain terms of the Credit Agreement as further provided in this Amendment.

NOW, THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1. Waiver. Subject to the occurrence of the Amendment Effective Date, the Required Lenders hereby waive the Specified Requirement solely with respect to the Bromacil Acquisition; provided, that this waiver shall terminate unless the Company delivers to Agent on a date prior to the Bromacil Acquisition acceptable to Agent in its sole discretion a Compliance Certificate prepared on a Pro Forma Basis and projections, each in form and substance satisfactory to Agent, demonstrating that, after

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giving effect to such Acquisition and this Amendment, no Event of Default will have occurred or is reasonably expected to occur. Except for the specific waiver set forth in this Section, nothing contained herein shall be deemed to constitute a waiver of (a) any rights or remedies Agent or any Lender may have under the Credit Agreement or any other Loan Document or under any Law or (b) the Loan Parties’ obligation to comply fully with any duty, term, condition, obligation or covenant contained in the Credit Agreement and the other Loan Documents not specifically waived. The specific waiver set forth herein is effective only with respect to the Specified Requirement and shall not obligate the Lenders to waive any other term or condition in the Credit Agreement or any other Loan Document.

2. Amendments.

(i) New definitions of “Consolidated Current Assets,” “Consolidated Current Liabilities” and “Modified Consolidated Current Ratio” are added to Section 1.01 of the Credit Agreement in correct alphabetical order, each to read as follows:

“Consolidated Current Assets” means, as of any date, the aggregate amount of all assets of American Vanguard and its Subsidiaries, determined on a consolidated basis, which would be properly classified as current assets in accordance with GAAP.

“Consolidated Current Liabilities” means, as of any date, the aggregate amount of all liabilities of American Vanguard and its Subsidiaries, determined on a consolidated basis, which would be properly classified as current liabilities in accordance with GAAP.

“Modified Consolidated Current Ratio” means, as of any date of determination, the ratio of (a) Consolidated Current Assets as of such date to (b) Consolidated Current Liabilities as of such date plus, to the extent not included in Consolidated Current Liabilities, Total Outstandings under this Agreement.

(ii) Clause (e) of the definition of “Permitted Acquisition” in Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows:

(e) The Consolidated Funded Debt Ratio, after giving effect to the Acquisition, will not exceed (i) solely for purposes of the Acquisitions contemplated by the Asset Purchase and Sale Agreements dated as of April, 2015 by and between E. I. Du Pont De Nemours and Company and AMVAC Netherlands, 3.25 to 1.00 and (ii) in all other cases 3.00 to 1.00, in each case determined on a Pro Forma Basis.

(iii) Section 8.08(a) of the Credit Agreement is amended and restated in its entirety and a new Section 8.08(c) is added immediately after Section 8.08(b), each to read as follows:

(a) Permit the Consolidated Funded Debt Ratio as of the end of any fiscal quarter, commencing March 31, 2015, to exceed the ratio set forth below opposite such fiscal quarter:

(c) Permit the Modified Consolidated Current Ratio as of the end of any fiscal quarter, commencing March 31, 2015, to be less than 1.20 to 1.00.

(iv) The form of Compliance Certificate appearing as Exhibit D to the Credit Agreement is amended and restated in its entirety to read as set forth on Exhibit D to this Amendment.

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3. Conditions Precedent to Effectiveness. This Amendment shall be effective as of the date (the “Amendment Effective Date”) when the Agent determines that the following conditions have been satisfied:

(a) the Agent shall have executed and received executed counterparts of this Amendment from each of the Loan Parties and the Required Lenders, by original or electronic transmission (promptly followed by originals), each in form and substance satisfactory to the Agent;

(b) all acts and conditions required to be done and performed and to have happened precedent to the execution, delivery and performance of this Amendment and to constitute the same a legal, valid and binding obligation of the parties, enforceable in accordance with its terms shall have been done and performed and shall have happened in due and strict compliance with all applicable laws;

(c) all documentation shall be reasonably satisfactory in form and substance to the Agent and its counsel;

(d) any upfront and other fees or expenses, including, without limitation, fees and expenses of counsel, required to be paid on or before the Amendment Effective Date shall have been paid, and

(e) there shall not have occurred and be continuing a Default or Event of Default.

4. Miscellaneous Provisions.

(a) Representations and Warranties. Each Loan Party hereby represents and warrants to the Agent and each Lender that each of the representations and warranties of the Company and each other Loan Party contained in Article V of the Credit Agreement and in any other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date and after giving effect to the Bromacil Acquisition, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. The Company further represents, warrants and covenants for the benefit of the Agent and each Lender that the Recitals to this Amendment are true and correct in all material respects and that, without the prior written consent of the Required Lenders, no portion of the principal amount payable under the Seller Note shall be paid or payable prior to one year from the date of execution.

(b) Ratification. The Credit Agreement and each of the other Loan Documents, as amended hereby, is hereby ratified and remains in full force and effect.

(c) Entire Agreement. This Amendment embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof and thereof.

(d) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without giving effect to choice of law rules.

(e) Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment by signing any such counterpart.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

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CERTIFICATE OF AUTHORIZED OFFICER

The undersigned hereby certifies to the Agent that (1) each of the Loan Parties has previously delivered to the Agent a true, correct and complete copy of its Organization Documents (collectively, the “Delivered Organization Documents”), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties remains in good standing in the jurisdiction of its organization, (4) the resolutions (the “Delivered Resolutions”) previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the “Authorized Executing Office”) to execute the foregoing on behalf of the respective Loan Parties, (6) each Person executing the foregoing Amendment on behalf of a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan Parties, and (8) the Agent may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent.

Certificate of Authorized Officer

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EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                                                              

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the “Company”), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                                   of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. The Company has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of American Vanguard ended, as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. The Company has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of American Vanguard and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of American Vanguard and its Subsidiaries during the accounting period covered by such financial statements.

3. A review of the activities of American Vanguard and its Subsidiaries during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period each of the Borrowers performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period each of the Borrowers performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

Form of Compliance Certificate

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—or—

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of (i) the Loan Parties contained in Article VI of the Agreement and (ii) each Loan Party contained in each other Loan Documents or in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, 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 Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 6.01 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of             ,             .

Form of Compliance Certificate

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SCHEDULE 1

to the Compliance Certificate

[attach financial statements]

Schedule 1 to Form of Compliance Certificate

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SCHEDULE 2

to the Compliance Certificate

For the Quarter/Year ended                                                       (“Statement Date”)

Schedule 2 to Form of Compliance Certificate

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Schedule 2 to Form of Compliance Certificate

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Schedule 2 to Form of Compliance Certificate

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Schedule 2 to Form of Compliance Certificate

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