14, 2004 (the "Ninth Amendment") (the Loan
Agreement as amended by the First Amendment, the Second Amendment, the Third
Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the
Seventh Amendment, the Eighth Amendment and the Ninth Amendment being
hereinafter referred to as the "Loan Agreement As Amended"), the Bank and
Borrower further amended the Loan Agreement to increase the amount of the
Revolving Loan Commitment from $3,500,000.00 to $5,000,000.00 and to extend the
Revolving Loan Termination Date until December 31, 2007 (except as otherwise
herein specifically provided, all capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them in the Loan
Agreement As Amended); and
WHEREAS, the Borrower desires, and the Bank has agreed, to further modify the
Loan Agreement As Amended in order to provide certain amendments thereto,
including, without limitation, amendments to certain financial covenants, all as
more specifically hereinafter set forth.
NOW, THEREFORE, the Borrower and the Bank hereby modify the Loan Agreement As
Amended as follows:
1.
THE PARTIES HEREBY ACKNOWLEDGE THAT
SOUTHTRUST BANK HAS HERETOFORE MERGED INTO WACHOVIA BANK, NATIONAL ASSOCIATION,
AND, ACCORDINGLY, THE LOAN AGREEMENT AS AMENDED IS HEREBY FURTHER AMENDED TO
PROVIDE THAT ANY AND ALL REFERENCES TO "SOUTHTRUST BANK", "SOUTHTRUST BANK,
NATIONAL ASSOCIATION" OR "SOUTHTRUST BANK OF ALABAMA, NATIONAL ASSOCIATION" IN
THE LOAN AGREEMENT AS AMENDED SHALL BE DEEMED TO BE "WACHOVIA BANK, NATIONAL
ASSOCIATION".
2.
SECTION 1.1 OF THE LOAN AGREEMENT AS
AMENDED IS HEREBY AMENDED BY ADDING THE FOLLOWING DEFINITIONS AS ADDITIONAL
DEFINED TERMS:
"Basic Chemicals" means Basic Chemicals Company, LLC, a Delaware corporation.
"Basic Chemicals Debt" means any amount owing by Borrower to Basic Chemicals
pursuant to the Basic Chemicals Note.
"Basic Chemicals Loan Documents" means the Basic Chemicals Note and any and all
agreements, documents, and instruments of any kind executed or delivered in
connection with, or evidencing, securing, guaranteeing or otherwise relating to
the indebtedness owing by Borrower to Basic Chemicals under the Basic Chemicals
Note, together with all modifications and amendments at any time made to any
thereof.
"Basic Chemicals Note" means the promissory note dated June 7, 2005, made by the
Borrower payable to Basic Chemicals in an original principal amount of
$10,000,000.00, and includes, provided that there shall have first been obtained
the prior written approval of the Bank, any amendment to such note and any
promissory note given in extension or renewal of, or in substitution for, such
note.
3.
SECTION 1.1 OF THE LOAN AGREEMENT AS
AMENDED IS HEREBY AMENDED BY DELETING THE DEFINITION OF "COVERAGE RATIO" IN ITS
ENTIRETY AND SUBSTITUTING THE FOLLOWING NEW DEFINITION IN LIEU THEREOF:
"Coverage Ratio" means, for any period, the ratio of (i) the principal amount of
all borrowed debt and capitalized lease obligations of Borrower and KMG as
2
of the end of the applicable period, to (ii) the sum of EBITDA for the Borrower
and KMG for the preceding four (4) fiscal quarters.
4.
SECTION 6.1 OF THE LOAN AGREEMENT AS
AMENDED IS HEREBY AMENDED