FULL POWER AND AUTHORITY TO
ENTER INTO THIS AMENDMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY, AND THE BORROWER AGREES TO PAY DIRECTLY, OR REIMBURSE THE BANK FOR, ALL
REASONABLE EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF LEGAL
COUNSEL, INCURRED IN CONNECTION WITH THE PREPARATION OF THE DOCUMENTATION TO
EVIDENCE THIS AMENDMENT AND ANY DOCUMENTS EXECUTED IN CONNECTION HEREWITH OR IN
FURTHERANCE HEREOF.
9.
EXCEPT AS MAY BE MODIFIED OR WAIVED BY
THE BANK, IN ITS SOLE DISCRETION, THE EFFECTIVENESS OF THIS AMENDMENT SHALL BE
SUBJECT TO FULL AND COMPLETE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A)
PAYMENT OF FEES AND EXPENSES.
BANK SHALL
HAVE RECEIVED FROM BORROWER PAYMENT OF ANY LOAN FEE AND ANY AND ALL OTHER FEES
AND EXPENSES REQUIRED BY THE LOAN AGREEMENT, AS FURTHER AMENDED BY THIS
AMENDMENT, AND ANY OF THE OTHER LOAN DOCUMENTS THEN DUE.
(B)
BASIC CHEMICALS LOAN DOCUMENTS.
THE BANK
SHALL HAVE RECEIVED, REVIEWED AND APPROVED THE DULY EXECUTED BASIC CHEMICALS
NOTE AND ANY OTHER BASIC CHEMICALS LOAN DOCUMENTS.
(C)
ADDITIONAL DOCUMENTATION.
THE BANK SHALL
HAVE RECEIVED SUCH ADDITIONAL DOCUMENTATION AS MAY BE REQUESTED BY THE BANK, OR
ITS COUNSEL, TO SATISFY THE BANK THAT THIS AMENDMENT AND EACH OF THE DOCUMENTS
TO BE DELIVERED PURSUANT HERETO OR IN CONNECTION HEREWITH HAVE BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED ON BEHALF OF THE BORROWER AND CONSTITUTE THE
VALID AND BINDING OBLIGATIONS OF THE BORROWER.
10.
THE PARTIES HEREBY AGREE THAT (A) EXCEPT AS
HEREIN EXPRESSLY MODIFIED OR AS MAY BE MODIFIED OR AMENDED BY ANY DOCUMENT
EXECUTED CONCURRENTLY HEREWITH, ALL OF THE TERMS, CONDITIONS, OBLIGATIONS AND
PROVISIONS OF THE LOAN AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS SHALL BE
AND REMAIN IN FULL FORCE AND EFFECT, AND THE SAME ARE HEREBY RATIFIED AND
CONFIRMED IN ALL RESPECTS, EXCEPT THAT, TO THE EXTENT THAT THERE SHALL BE ANY
CONFLICT BETWEEN THE TERMS OF THIS AMENDMENT AND ANY OF THE TERMS OF ANY OF THE
OTHER LOAN DOCUMENTS NOT MODIFIED OR AMENDED CONCURRENTLY HEREWITH, THE TERMS
AND PROVISIONS OF THIS AMENDMENT SHALL GOVERN AND EACH OF SUCH OTHER LOAN
DOCUMENTS ARE DEEMED AUTOMATICALLY AMENDED AND MODIFIED WITHOUT ANY FURTHER
ACTION UPON THE EXECUTION AND DELIVERY OF THIS AMENDMENT; AND (B) ON AND AFTER
THE EFFECTIVE DATE OF THIS AMENDMENT, EACH REFERENCE IN THE LOAN AGREEMENT TO
"THIS AGREEMENT", "HEREUNDER", "HEREOF", "HEREIN", OR WORDS OF LIKE IMPORT
REFERRING TO THE LOAN AGREEMENT, AND EACH REFERENCE TO THE "AGREEMENT", THE
"LOAN AGREEMENT", THE "TERM LOAN AGREEMENT", "THEREUNDER", "THEREOF", "THEREIN",
OR WORDS OF LIKE IMPORT INTENDING TO REFER TO THE LOAN AGREEMENT IN ANY NOTE OR
ANY OF THE OTHER LOAN DOCUMENTS SHALL MEAN AND BE A REFERENCE TO THE LOAN
AGREEMENT, AS HEREBY AND HEREAFTER FURTHER AMENDED.
11.
THE UNDERSIGNED KMG CHEMICALS, INC. (THE
"GUARANTOR"), EXECUTES THIS AMENDMENT TO EXPRESSLY EVIDENCE ITS ASSENT TO ALL
THE TERMS OF THIS AMENDMENT, AND TO FURTHER ACKNOWLEDGE AND AGREE THAT THE
GUARANTY OF PAYMENT DATED AS OF JUNE 26, 1998 (THE "TERM LOAN GUARANTY") AND THE
GUARANTY OF PAYMENT