IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
COURTS OF THE STATE OF ALABAMA, THE COURTS OF THE UNITED STATES OF AMERICA FOR
THE NORTHERN DISTRICT OF ALABAMA, AND APPELLATE COURTS FROM ANY THEREOF;
(2)
CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH
COURTS, AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE
OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;
(3)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO BORROWER AT ITS
ADDRESS SET FORTH IN THIS AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH AGENT
SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; AND
(4)
AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION.
97
(B)
EACH OF BORROWER AND LENDER PARTY HEREBY:
(1)
IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM OF ANY TYPE AS TO ANY MATTER
ARISING DIRECTLY OR INDIRECTLY OUT OF OR WITH RESPECT TO THIS AGREEMENT, THE
NOTES, ANY OF THE OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENT EXECUTED IN
CONNECTION HEREWITH OR THEREWITH; AND
(2)
AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS AGREEMENT WITH ANY
COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED FOR AGREEMENT
AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY, AND THAT ANY DISPUTE OR
CONTROVERSY OF ANY KIND WHATSOEVER BETWEEN OR AMONG THEM SHALL INSTEAD BE TRIED
IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
* * * * *
98
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives as of the day and year first
above written.
[SIGNATURE PAGES TO FOLLOW]
99
SIGNATURE PAGES - BORROWERS
KMG CHEMICALS, INC.
By:
Its:
KMG-BERNUTH, INC.
By:
Its:
KMG ELECTRONIC CHEMICALS, INC.
By:
Its:
100
SIGNATURE PAGE - WACHOVIA
WACHOVIA BANK, NATIONAL
ASSOCIATION,
as Agent, Collateral Agent,
Lender and Issuing Lender
By:
Its:
Instructions for Wire Transfers to Agent:
Wachovia Bank, National Association
Charlotte, NC
ABA Number:
053 000 219
Account Number:
01459670001944
Account Name:
Agency Svcs Synd Clearing
Payment Details:
KMG Chemicals
101
SIGNATURE PAGE - BANK OF AMERICA
BANK OF AMERICA, N.A., as a Lender
By:
Its:
102
SIGNATURE PAGE - THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
THE PRUDENTIAL INSURANCE
COMPANY OF AMERICA, as a Lender
By:
Its:
103
SIGNATURE PAGE - PRUCO LIFE INSURANCE COMPANY
PRUCO LIFE INSURANCE COMPANY,