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)
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.
4.
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.
5.
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 DATED AS OF DECEMBER 5, 2003, AS AMENDED BY THAT CERTAIN
FIRST AMENDMENT TO GUARANTY OF PAYMENT DATED AS OF JUNE 8, 2004 (AS SO AMENDED,
THE "TERM LOAN NO. 2 GUARANTY") DELIVERED BY IT TO THE BANK (THE TERM LOAN
GUARANTY AND THE TERM LOAN NO. 2 GUARANTY BEING HEREIN REFERRED TO EACH
SINGULARLY AS A "GUARANTY" AND COLLECTIVELY AS "GUARANTIES") REMAIN IN FULL
FORCE AND EFFECT AND THAT THE "OBLIGATIONS" OF THE GUARANTOR AS THE "GUARANTOR"
UNDER EACH OF THE GUARANTIES SHALL INCLUDE, WITHOUT LIMITATION EXCEPT TO THE
EXTENT OTHERWISE PROVIDED IN ANY SUCH GUARANTY, ALL OBLIGATIONS OF THE BORROWER
UNDER