Exhibit 10.48





Exhibit
10.48




AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT AND

LIMITED CONSENT




THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT AND LIMITED CONSENT (this “Amendment”) is
entered into as of March 18, 2010, by and among KMG Chemicals, Inc., a Texas corporation
(“KMG Chemicals”), KMG-Bernuth, Inc., a Delaware corporation (“KMG-Bernuth”), KMG
Electronic Chemicals, Inc., a Texas corporation (“KMG ECI” and, together with KMG Chemicals
and KMG-Bernuth, collectively, the “Companies” and each, individually, a “Company”), and the
undersigned holders of Notes (as hereinafter defined).



Recitals




A. The Companies entered into a Note Purchase Agreement dated as of December 31, 2007 (as
amended by Amendment No. 1 to Note Purchase Agreement dated as of March 6, 2009, and as the same
may be further amended, restated, supplemented or otherwise modified from time to time, the “Note
Agreement”), with the several Purchasers (as defined in the Note Agreement) listed in the Purchaser
Schedule attached thereto, pursuant to which the Companies issued and sold to such Purchasers the
Companies’ 7.43% Senior Secured Notes due December 31, 2014, in the aggregate principal amount of
$20,000,000 (together with any such promissory notes that may have been issued in substitution or
exchange therefor prior to the date hereof, the “Notes”).



B. The Companies have requested that the holders of Notes consent to an increase in the
maximum principal amount of the Credit Agreement Obligations (as defined in the Note Agreement)
from $70,000,000 to $85,000,000, as set forth in this Amendment, and the undersigned holders of
Notes, subject to the terms and conditions set forth herein, are willing to consent to such
increase.



C. The Companies desire to make certain amendments and modifications to the Note Agreement, as
set forth in this Amendment, and the undersigned holders of Notes, subject to the terms and
conditions set forth herein, are willing to agree to such amendments and modifications.



NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



1. Definitions. Capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed to them in the Note Agreement.




2. Amendments to Schedule B (Defined Terms).



(a) Schedule B of the Note Agreement is hereby amended by adding the following new
definitions in the appropriate alphabetical position therein:




“General Chemical Acquisition” means the Acquisition described in the General
Chemical Acquisition Agreement for a purchase price in an amount not
to exceed $25,500,000, subject to adjustment for inventory and proration as
provided therein.


 


 









 






“General Chemical Acquisition Agreement” means that certain Asset Purchase
Agreement dated February 25, 2010, by and between General Chemical Performance
Products LLC and KMG ECI.



(b) The definition of “Permitted Acquisition” in Schedule B of the Note Agreement is
hereby amended by: (i) deleting the word “and” at the end of clause (c) thereof; (ii) deleting the
period (.) at the end of clause (d) thereof and inserting a semicolon (;) and the word “and” at the
end of clause (d) thereof; and (iii) adding a new clause (e), to read in full as follows: “(e) the
General Chemical Acquisition.”



3. Amendment to Section 10.1(b) (Financial Covenants). Section 10.1(b) of the
Note Agreement is hereby amended by restating it in its entirety to read as follows:




(b) a ratio of (i) Funded Debt to (ii) the sum of Funded Debt plus
Equity Owners’ Equity of not more than 50% from May 1, 2009 through the stated
maturity date of the Notes.



4. Limited Consent. Subject to the terms and conditions set forth herein, and in
reliance upon the representations and warranties of the Companies set forth herein, the undersigned
holders of Notes hereby consent to the execution, delivery and performance of the Companies’
obligations under the Second Amendment to Amended and Restated Credit Agreement, dated as of March
18, 2010 (the “Credit Agreement Amendment”), among the Companies and the Lender Parties, including
the increase in the maximum principal amount of the Credit Agreement Obligations from $70,000,000
to $85,000,000 effected thereby, to the extent that such Credit Agreement Amendment would otherwise
violate Section 10.13(f) of the Note Agreement. This consent shall not be a precedent for
any subsequent requested waiver of (or consent under) this or any other covenant or other provision
of the Note Agreement.



5. Representations and Warranties of the Companies. Each Company hereby represents
and warrants that it is a corporation duly organized and validly existing in good standing under
the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and
is in good standing in each jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably expected to have a Material Adverse Effect. Each
Company has the corporate power and authority to execute and deliver this Amendment and to perform
its obligations under this Amendment and the Note Agreement as amended hereby. The execution and
delivery by each Company of this Amendment and the performance by each such Company of its
obligations under this Amendment and the Note Agreement as amended hereby have been duly authorized
by all necessary corporate action on the part of each Company. Each Company has duly executed and
delivered this Amendment, and this Amendment and the Note Agreement as amended hereby constitute
the legal, valid and binding obligations of each Company, enforceable against each such Company in
accordance with its terms.


 


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6. Conditions to Effectiveness. The parties hereto agree that this Amendment and the
consent and amendments to the Note Agreement contained herein shall become effective, as of the
date first written above (the “Effective Date”), upon the satisfaction of each of the following
conditions:



(a) Representations and Warranties. Each of the representations and warranties made
in this Amendment and the other Note Documents shall be true and correct on and as of the Effective
Date as if made on and as of such date, both before and after giving effect to this Amendment.



(b) No Default or Event of Default. No Default or Event of Default shall exist, both
before and after giving effect to this Amendment.



(c) Execution and Delivery of this Amendment. The holders of Notes shall have
received a copy of this Amendment executed and delivered by the Companies and the Required Holders.



(d) Credit Agreement Amendment. The holders of Notes shall have received a copy of
the Credit Agreement Amendment executed and delivered by the Companies and the Lender Parties,
which Credit Agreement Amendment shall be in form and substance satisfactory to the Required
Holders.



(e) Closing of the General Chemical Acquisition. The Closing (as defined in the
General Chemical Acquisition Agreement) shall have been completed in all respects, the Purchase
Price (as defined in the General Chemical Acquisition Agreement) shall have been paid, all
conditions to the Closing shall have been satisfied or waived, and the documents delivered by the
parties to the General Chemical Acquisition Agreement shall be final and binding on the parties
thereto.



(f) Closing Certificates. The holders of Notes shall have received Closing
Certificates executed and delivered by the Companies, which Closing Certificates shall be in form
and substance satisfactory to the Required Holders.



(g) Security Documents. The Companies shall have executed and delivered to the
Collateral Agent, for the benefit of the holders of the Notes (with a copy delivered to the holders
of Notes), the following documents, in form and substance satisfactory to the Collateral Agent and
the Required Holders (which documents shall be Security Documents):




	 	(i)	 	Deed of Trust, Assignment of Rents, Security Agreement and
Financing Statement relating to real property in Hollister, California;

	 
	 	(ii)	 	First Amendment to Deed of Trust and Security Agreement
relating to real property owned by KMG ECI in Pueblo County, Colorado;

	 
	 	(iii)	 	First Amendment to Mortgage and Security Agreement relating to
real property owned by, KMG-Bernuth in Doniphan County, Kansas;





 


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	 	(iv)	 	ALTA Loan Policy of Title Insurance relating to property in
Hollister, California;

	 
	 	(v)	 	ALTA Form 11 Endorsement to the Loan Policy of Title Insurance
relating to real property owned by KMG ECI in Pueblo County, Colorado; and

	 
	 	(vi)	 	ALTA Form 11 Endorsement to the Loan Policy of Title Insurance
relating to real property owned by KMG-Bernuth in Doniphan County, Kansas.






7. Miscellaneous.



(a) References to Note Agreement. Upon and after the date of this Amendment, each
reference to the Note Agreement in the Note Agreement, the Notes or any other instrument or
agreement entered into in connection therewith or otherwise related thereto shall mean and be a
reference to the Note Agreement as amended by this Amendment.



(b) Ratification and Confirmation. Except as specifically amended herein, the Note
Agreement shall remain in full force and effect, and is hereby ratified and confirmed.



(c) No Waiver. The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of any holder of Notes, nor, except as expressly
provided herein, constitute a waiver or amendment of any provision of the Note Agreement, any Note
or any other instrument or agreement entered into in connection therewith or otherwise related
thereto.



(d) Note Document. This Amendment is a Note Document and all of the provisions of the
Note Agreement that apply to Note Documents apply hereto.



(e) Expenses. Each Company agrees to pay promptly all expenses of the holders of
Notes related to this Amendment and all matters contemplated hereby, including, without limitation,
all fees and expenses of the holders’ special counsel.



(f) GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.



(g) Counterparts. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the
same instrument. Each counterpart may consist of a number of copies hereof, each signed by less
than all, but together signed by all, the parties hereto. Delivery of this Amendment may be made
by telecopy or electronic transmission of a duly executed counterpart copy hereof; provided that
any such delivery by electronic transmission shall be effective only if transmitted in .pdf format,
..tif format or other format in which the text is not readily modifiable by any recipient thereof.



[The remainder of this page is intentionally left blank; signature page follows]





 


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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by
their duly authorized officers as of the date first above written.



	 	 	 	 	 
	 	KMG CHEMICALS, INC.

 	 
	 	By:  	/s/ J. Neal Butler
 	 
	 	 	Name:  	J. Neal Butler 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	KMG-BERNUTH, INC.

 	 
	 	By:  	/s/ J. Neal Butler
 	 
	 	 	Name:  	J. Neal Butler 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	KMG ELECTRONIC CHEMICALS, INC.

 	 
	 	By:  	/s/ J. Neal Butler
 	 
	 	 	Name:  	J. Neal Butler 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

 	 
	 	By:  	/s/ Brian N. Thomas
 	 
	 	 	Name:  	Brian N. Thomas 	 
	 	 	Title:  	Vice President 	 
	 



Signature page to Amendment No. 2 to Note Purchase Agreement and Limited Consent