ANY AND ALL OTHER FEES
AND EXPENSES REQUIRED BY THE LOAN AGREEMENT AS AMENDED, 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 AS AMENDED 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 AS
AMENDED 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 "REVOLVING LOAN AGREEMENT", "THEREUNDER", "THEREOF",
"THEREIN", OR WORDS OF LIKE IMPORT INTENDING TO REFER TO THE LOAN AGREEMENT IN
THE REVOLVING NOTE OR ANY OF THE OTHER LOAN DOCUMENTS SHALL MEAN AND BE A
REFERENCE TO THE LOAN AGREEMENT AS AMENDED, AS HEREBY AND HEREAFTER FURTHER
AMENDED.
[SIGNATURES FOLLOW ON NEXT PAGE]
4
IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as
of the date first above written.
WITNESSES:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
/s/ Alan Drennen
Its:
Group Vice President
KMG-BERNUTH, INC.
By:
/s/ John V. Sobchak
Its:
Vice President and CFO
5
EXHIBIT "K"
COMPLIANCE CERTIFICATE
To:
Wachovia Bank, National Association
420 North 20th Street (Zip Code 35203)
P.O. Box 2554 (Zip Code 35290)
Birmingham, Alabama
Date of This Report:
, 20
.
o
For the month ended
,
20
.
o
For the fiscal year ended
, 20
.
Gentlemen:
I, the undersigned officer of KMG-Bernuth, Inc., a Delaware corporation (the
"Borrower"), do hereby certify to you as follows:
(1)
I have individually reviewed the provisions
of the Revolving Loan Agreement between the Borrower and you, dated as of
August 1, 1996 (as amended from time to time, the "Loan Agreement"), and I