BORROWING
EXHIBIT F FORM OF NOTICE OF CONVERSION/CONTINUATION
EXHIBIT G FORM OF NOTICE OF FUNDING
EXHIBIT H PERMITTED LIENS
SCHEDULE 7.2(F)
LITIGATION
SCHEDULE 9.3
LIST OF EQUITY OWNERS
SCHEDULE 9.4
LIST OF NAMES USED BY BORROWERS AND PERSONS
ACQUIRED IN LAST SIX
YEARS
SCHEDULE 9.5
MATERIAL CONTRACTS
SCHEDULE 9.8
AFFILIATES
SCHEDULE 9.14 LISTING OF REAL PROPERTY
SCHEDULE 9.18 INTELLECTUAL PROPERTY
SCHEDULE 9.20
ENVIRONMENTAL MATTERS
SCHEDULE 10.3(E)
LISTING OF AGREEMENTS CURRENTLY IN EFFECT WITH AFFILIATES AND
PERMITTED POST-CLOSING
SCHEDULE 10.20
POST-CLOSING MATTERS
v
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
December 31, 2007, is made 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") (KMG Chemicals,
KMG-Bernuth and KMG ECI hereinafter referred to as the "Borrowers"), WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, as Agent (the
"Agent") and as Collateral Agent (the "Collateral Agent"), those lenders
executing this Agreement as Lenders, and such other lenders as may become a
party hereto (collectively, the "Lenders").
As used herein, capitalized words
and phrases shall have the meanings ascribed thereto in Section 1.2 of this
Agreement.
W I T N E S S E T H:
WHEREAS, pursuant to the Existing Credit Agreement, Wachovia has previously
extended certain credit to KMG Chemicals and KMG-Bernuth; and
WHEREAS, Borrowers have requested that Lenders extend and continue to extend
certain credit to Borrowers, and Lenders are willing to do so on the condition
that, among other things, Borrowers amend and restate the terms of the Existing
Credit Agreement pursuant to this Agreement; and
WHEREAS, subject to the terms and conditions of this Agreement, Lenders have
agreed to extend to Borrowers (i) a revolving loan of up to $35,000,000.00 (with
a sub-limit for standby/trade letters of credit in the amount of $10,000,000.00
and a sub-limit for a swing line loan of up to $5,000,000.00); and (ii) a term
loan of up to $35,000,000.00.
NOW, THEREFORE, in consideration of the promises herein contained, and each
intending to be legally bound hereby, the parties hereto agree that the Existing
Credit Agreement is hereby amended in its entirety as follows:
ARTICLE I
1.
DEFINITIONS AND GENERAL PROVISIONS.
1.1
INTERCREDITOR AGREEMENT.
LENDER PARTIES ACKNOWLEDGE THAT
CONCURRENTLY WITH THE EXECUTION OF THIS AGREEMENT, AGENT IS ENTERING INTO THE
INTERCREDITOR AGREEMENT WHICH PROVIDES FOR, AMONG OTHER THINGS, THE AGENT ACTING
AS COLLATERAL AGENT UNDER THE INTERCREDITOR AGREEMENT, AND AGREE THAT BY VIRTUE
OF THEIR EXECUTION OF THIS AGREEMENT, LENDER PARTIES AUTHORIZE AGENT TO ENTER
INTO THE INTERCREDITOR AGREEMENT.
LENDER PARTIES AGREE THAT SO LONG AS THE
INTERCREDITOR AGREEMENT REMAINS IN EFFECT, ANY REFERENCE HEREIN OR IN ANY OTHER
LOAN DOCUMENT TO THE COLLATERAL AGENT SHALL MEAN AGENT ACTING IN ITS CAPACITY AS
COLLATERAL AGENT, AND UPON TERMINATION OF THE INTERCREDITOR AGREEMENT, ANY
REFERENCE HEREIN OR IN ANY OTHER LOAN DOCUMENT TO COLLATERAL AGENT SHALL MEAN
AGENT HEREUNDER.
1.2
DEFINED TERMS.
AS USED HEREIN, THE FOLLOWING TERMS