CLEARLY REQUIRE TO THE CONTRARY, ANY
REFERENCE TO "AGENT" IN ANY LOAN DOCUMENT SHALL MEAN THE AGENT IN ITS CAPACITY
AS THE AGENT FOR THE LENDERS.
"AGENT'S ACCOUNT" MEANS THE ACCOUNT OF AGENT AS ESTABLISHED PURSUANT TO THE
TERMS OF THIS AGREEMENT.
"AGREEMENT" MEANS THIS AMENDED AND RESTATED CREDIT AGREEMENT, AS AMENDED OR
SUPPLEMENTED FROM TIME TO TIME.
"AIR PRODUCTS APA" MEANS THAT CERTAIN ASSET PURCHASE AGREEMENT DATED AS OF
OCTOBER 19, 2007 BY AND BETWEEN AIR PRODUCTS AND CHEMICALS, INC. AND KMG
CHEMICALS.
"Air Products APA Documents" means the Air Products APA and the other documents
and instruments executed by or in favor of any Member of the Borrower
Consolidated Group in connection therewith.
"ALTA" means the American Land Title Association.
"AMORTIZATION EXPENSE" MEANS THE AMORTIZATION EXPENSE OF AN APPLICABLE PERSON
FOR THE APPLICABLE PERIOD (TO THE EXTENT INCLUDED IN THE COMPUTATION OF NET
INCOME), ACCORDING TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
"ANNUALIZED ROLLING PERIOD" MEANS THE PERIOD FROM THE DATE ONE YEAR PRIOR TO THE
APPLICABLE DATE THROUGH THE APPLICABLE DATE.
"ANTI-TERRORISM LAWS" MEANS ANY LAWS RELATING TO TERRORISM OR MONEY LAUNDERING,
INCLUDING EXECUTIVE ORDER NO. 13224 AND THE USA PATRIOT ACT.
"ASSET DISPOSITION" MEANS ANY SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF
ANY ASSETS, BUSINESS UNITS OR OTHER PROPERTIES (INCLUDING ANY INTERESTS IN
PROPERTY OR SECURITIES), EXCLUDING (I) SALES OF INVENTORY IN THE ORDINARY COURSE
OF BUSINESS, AND (II) THE SALE OR EXCHANGE OF USED OR OBSOLETE EQUIPMENT TO THE
EXTENT (X) THE PROCEEDS OF SUCH SALE ARE APPLIED TOWARDS, OR SUCH EQUIPMENT IS
EXCHANGED FOR, SIMILAR REPLACEMENT EQUIPMENT, OR (Y) SUCH EQUIPMENT IS NO LONGER
USEFUL FOR THE OPERATIONS IN THE ORDINARY COURSE OF BUSINESS.
"ASSIGNED AGREEMENTS" MEANS ALL LEASES, CONTRACTS, AGREEMENTS, DOCUMENTS,
INSTRUMENTS AND CHATTEL PAPER INCLUDED IN THE COLLATERAL.
"Assigned Leases" means all leases presently existing or hereafter made, whether
written or verbal, or any letting of, or agreement for the use or occupancy of,
any part of the Mortgaged Property, and each modification, extension, renewal
and guarantee thereof, including the Rents.
"ASSIGNMENT AND ACCEPTANCE" MEANS AN ASSIGNMENT AND ACCEPTANCE ENTERED INTO BY A
LENDER AND AN ELIGIBLE ASSIGNEE, AND ACCEPTED BY AGENT, IN ACCORDANCE WITH
SECTION 13.15 AND IN SUBSTANTIALLY THE FORM OF EXHIBIT "A" HERETO.
3
"ASSIGNMENT OF CLAIMS ACT" MEANS THE ASSIGNMENT OF CLAIMS ACT, AS AMENDED (31
U.S.C. SECTIONS 3727 ET. SEQ. AND 41 U.S.C. SECTIONS 15 ET. SEQ.).
"ATTORNEYS' FEES" MEANS ATTORNEYS' FEES ACTUALLY INCURRED AT ORDINARY AND
CUSTOMARY RATES.
"AVAILABLE AMOUNT" OF ANY LETTER OF CREDIT MEANS, AT ANY TIME, THE MAXIMUM
AMOUNT AVAILABLE TO BE DRAWN UNDER SUCH LETTER OF CREDIT AT SUCH TIME.
"BANKRUPTCY LAW" MEANS TITLE 11, U.S. CODE, OR ANY SIMILAR LAWS OF ANY
JURISDICTION FOR THE RELIEF OF DEBTORS, AND "BANKRUPTCY" MEANS THE COMMENCEMENT
OF ANY CASE OR OTHER ACTION FOR RELIEF UNDER BANKRUPTCY LAW.
"BORROWER CONSOLIDATED GROUP" MEANS BORROWERS, KMEX, KMG ITALIA, AND ANY OTHER
PERSON WHO BECOMES A BORROWER HEREUNDER (EACH REFERRED TO SINGULARLY AS A
"MEMBER OF THE BORROWER CONSOLIDATED