TO SUCH REGULATIONS AS IN EFFECT ON THE
DATE HEREOF; OR
(II)
THE TAKING BY THE PBGC OF STEPS TO INSTITUTE, OR THE THREATENING
BY THE PBGC OF THE INSTITUTION OF, PROCEEDINGS UNDER SECTION 4042 OF ERISA FOR
THE TERMINATION OF, OR THE APPOINTMENT OF A TRUSTEE TO ADMINISTER, ANY PLAN, OR
THE RECEIPT BY ANY COMPANY OR ANY ERISA AFFILIATE OF A NOTICE FROM A
MULTIEMPLOYER PLAN THAT SUCH ACTION HAS BEEN TAKEN BY THE PBGC WITH RESPECT TO
SUCH MULTIEMPLOYER PLAN; OR
(III)
ANY EVENT, TRANSACTION OR CONDITION THAT COULD RESULT IN THE
INCURRENCE OF ANY LIABILITY BY ANY COMPANY OR ANY ERISA AFFILIATE PURSUANT TO
TITLE I OR IV OF ERISA OR THE PENALTY OR EXCISE TAX PROVISIONS OF THE CODE
RELATING TO EMPLOYEE BENEFIT PLANS, OR IN THE IMPOSITION OF ANY LIEN ON ANY OF
THE RIGHTS, PROPERTIES OR ASSETS OF ANY COMPANY OR ANY ERISA AFFILIATE PURSUANT
TO TITLE I OR IV OF ERISA OR SUCH PENALTY OR EXCISE TAX PROVISIONS, IF SUCH
LIABILITY OR LIEN, TAKEN TOGETHER WITH ANY OTHER SUCH LIABILITIES OR LIENS THEN
EXISTING, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(F)
NOTICES FROM GOVERNMENTAL AUTHORITY - PROMPTLY, AND IN ANY EVENT
WITHIN 30 DAYS OF RECEIPT THEREOF, COPIES OF ANY NOTICE TO ANY COMPANY OR ANY
SUBSIDIARY FROM ANY FEDERAL OR STATE GOVERNMENTAL AUTHORITY RELATING TO ANY
ORDER, RULING, STATUTE OR OTHER LAW OR REGULATION THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(G)
OTHER NOTICES - PROMPT NOTICE IN WRITING IF ANY RESPONSIBLE
OFFICER OF ANY COMPANY OBTAINS KNOWLEDGE OF ANY OF THE FOLLOWING:
(I)
THE CANCELLATION OR TERMINATION OF ANY MATERIAL CONTRACT (OTHER
THAN UPON THE EXPIRATION OF ITS TERM); OR
(II)
ANY DEFAULT OR EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY
APPLICABLE GRACE AND CURE PERIOD) UNDER ANY AGREEMENT OF ANY COMPANY PARTY WITH
ANY PERSON AND RELATING TO THE BORROWING OF MONEY;
15
(H)
RULE 144A INFORMATION - WITH REASONABLE PROMPTNESS, ANY
INFORMATION NECESSARY TO PERMIT ANY SUCH HOLDER TO COMPLY WITH RULE 144A UNDER
THE SECURITIES ACT, OR ANY SUCCESSOR RULE; AND
(I)
REQUESTED INFORMATION - WITH REASONABLE PROMPTNESS, SUCH OTHER
DATA AND INFORMATION RELATING TO THE BUSINESS, OPERATIONS, AFFAIRS, FINANCIAL
CONDITION, ASSETS OR PROPERTIES OF ANY COMPANY OR ANY OF ITS SUBSIDIARIES
(INCLUDING, BUT WITHOUT LIMITATION, ACTUAL COPIES OF KMG CHEMICALS' FORM 10-Q
AND FORM 10-K) OR RELATING TO THE ABILITY OF ANY COMPANY TO PERFORM ITS
OBLIGATIONS HEREUNDER AND UNDER THE NOTES AND THE OTHER NOTE DOCUMENTS AS FROM
TIME TO TIME MAY BE REASONABLY REQUESTED BY ANY SUCH HOLDER OF NOTES.
SECTION 7.2.
OFFICER'S CERTIFICATE.
EACH SET OF FINANCIAL STATEMENTS
DELIVERED TO A HOLDER OF NOTES PURSUANT TO SECTION 7.1(A) OR
SECTION 7.1(B) SHALL BE ACCOMPANIED BY A CERTIFICATE OF A SENIOR FINANCIAL
OFFICER SETTING FORTH (WHICH, IN THE CASE OF ELECTRONIC DELIVERY OF ANY SUCH
FINANCIAL STATEMENTS, SHALL BE BY SEPARATE CONCURRENT DELIVERY OF SUCH
CERTIFICATE TO EACH HOLDER OF NOTES):
(A)
COVENANT COMPLIANCE