ARTICLE IV. REPRESENTATIONS AND WARRANTIESAsset Purchase Agreement • July 10th, 1998 • KMG B Inc • Chemicals & allied products • New York
EMPLOYMENT AGREEMENT AGREEMENT, dated effective as of June 26, 2001 ("Effective Date"), between KMG CHEMICALS, INC., a Texas corporation (the "Company"), with an office at 10611 Harwin, Suite 402, Houston, Texas 77036 and JOHN V. SOBCHAK...Employment Agreement • October 24th, 2001 • KMG Chemicals Inc • Chemicals & allied products • Texas
AGENCY AGREEMENT This Agreement shall be deemed to have been made the First day of January, 1987 by and between BERNUTH, LEMBCKE CO INC., a Delaware corporation (the "Agent") and VERKAUFSGESELLSCHAFT FUER TEERERZEUGNISSE MBH, a German Company ("VfT")....Agency Agreement • December 6th, 1996 • KMG B Inc
EMPLOYMENT AGREEMENT AGREEMENT, dated effective as of July 11, 2001 ("Effective Date"), between KMG CHEMICALS, INC., a Texas corporation (the "Company"), with an office at 10611 Harwin, Suite 402, Houston, Texas 77036 and THOMAS H. MITCHELL...Employment Agreement • October 24th, 2001 • KMG Chemicals Inc • Chemicals & allied products • Texas
TERM LOAN AGREEMENTTerm Loan Agreement • July 10th, 1998 • KMG B Inc • Chemicals & allied products • Alabama
RECITALSManufacturing Agreement • October 18th, 2000 • KMG Chemicals Inc • Chemicals & allied products • Delaware
AGREEMENT AND PLAN OF MERGER by and among KMG CHEMICALS, INC., CABOT MICROELECTRONICS CORPORATION, and COBALT MERGER SUB CORPORATION Dated as of August 14, 2018Merger Agreement • August 17th, 2018 • KMG Chemicals Inc • Chemicals & allied products • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 14, 2018, is by and among KMG Chemicals, Inc., a Texas corporation (the “Company”), Cabot Microelectronics Corporation, a Delaware corporation (“Parent”), and Cobalt Merger Sub Corporation, a Texas corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
FOURTH AMENDMENT TO REVOLVING LOAN AGREEMENTRevolving Loan Agreement • July 10th, 1998 • KMG B Inc • Chemicals & allied products
ofOption Agreement • October 26th, 1999 • KMG Chemicals Inc • Chemicals & allied products • Texas
SPLIT DOLLAR INSURANCE AGREEMENT THIS AGREEMENT made effective this 13th day of December, 1991, between KMG-BERNUTH, INC., (hereinafter called the Employer), and BOBBY D. GODFREY, an employee of Employer, (hereinafter called the Employee). WHEREAS,...Split Dollar Insurance Agreement • December 6th, 1996 • KMG B Inc
WITNESSETH:Asset Sale Agreement • October 18th, 2000 • KMG Chemicals Inc • Chemicals & allied products • Delaware
EMPLOYMENT AGREEMENT AGREEMENT, dated as of February 1, 1998, between KMG CHEMICALS, INC., a Texas corporation (the "Company"), with an office at 10611 Harwin, Suite 402, Houston, Texas 77036 and BOBBY D. GODFREY ("Executive"), with an address at...Employment Agreement • March 12th, 1998 • KMG B Inc • Chemicals & allied products • Texas
KMG Chemicals, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • October 20th, 2017 • KMG Chemicals Inc • Chemicals & allied products • New York
KMG Chemicals, Inc., a Texas corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 450,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively referred to as the “Shares”).
REGISTRATION RIGHTS AGREEMENT BY AND AMONG KMG CHEMICALS, INC., TONTINE CAPITAL PARTNERS, L.P. AND TERRIER PARTNERS L.P. APRIL 21, 2005Registration Rights Agreement • April 22nd, 2005 • KMG Chemicals Inc • Chemicals & allied products • Texas
This REGISTRATION RIGHTS AGREEMENT, dated as of April 21, 2005, is entered into by and among KMG CHEMICALS, INC., a Texas corporation (the “Company”), and TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership, and TERRIER PARTNERS L.P., a New York limited partnership (each a “Purchaser,” and together, the “Purchasers”).
Attention: General Manager, Carbon Materials & Technologies RE: PERFORMANCE GUARANTEE - KMG-BERNUTH, INC.Performance Guarantee • July 10th, 1998 • KMG B Inc • Chemicals & allied products
In consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including but not limited to the agreement between you and KMG-Bernuth, Inc., our wholly-owned subsidiary ("KMG-Bernuth"), pursuant to the Creosote Supply Agreement dated as of June 30, 1998 (the "Supply Agreement"), to sell Creosote (as defined in the Supply Agreement) to KMG-Bernuth, the undersigned, irrevocably and unconditionally guarantees the performance, as and when due, to the fullest extent permitted by applicable law, of all obligations to be performed by KMG-Bernuth pursuant to the Supply Agreement (the "Guarantee").
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF KMG KMG hereby represents and warrants to the Company and HFG as follows:Stock Exchange Agreement • December 6th, 1996 • KMG B Inc • Texas
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 17th, 2018 • KMG Chemicals Inc • Chemicals & allied products • Delaware
This Voting and Support Agreement (this “Agreement”) dated as of August 14, 2018, is by and between Cabot Microelectronics Corporation, a Delaware corporation (“Parent”) and Fred C. Leonard III (“Shareholder”).
WORLDWIDE CORPORATE PURCHASE AGREEMENT-GOODS KMG Electronic Chemicals, Inc. (Supplier) and Intel Corporation (Buyer) December 31, 2007 [***] indicates a deletion.Worldwide Corporate Purchase Agreement • May 13th, 2009 • KMG Chemicals Inc • Chemicals & allied products • Delaware
This WORLDWIDE CORPORATE PURCHASE AGREEMENT — GOODS (“Agreement”), made and entered into as of the 31st day of December, 2007, by and between KMG Electronic Chemicals, Inc., 9555 W. Sam Houston Parkway S., Suite 600, Houston, TX 77099, acting for itself and on behalf of those subsidiaries and Controlled Affiliates offering goods within the scope of this Agreement (collectively “KMG” or “Supplier”), a corporation organized and existing under the laws of the State of Texas, and Intel Corporation, a corporation organized and existing under the laws of the State of Delaware, USA acting on behalf of its subsidiaries and Controlled Affiliates (collectively “Intel” or “Buyer”). Buyer shall assure that Subsidiaries and Controlled Affiliated or sister entities abide by the terms and conditions of this Agreement. The term “Party” or “Parties” as used in this Agreement refer to the signatories in their individual or collective capacities, respectively.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 3rd, 2014 • KMG Chemicals Inc • Chemicals & allied products • Texas
This Director Indemnification Agreement, dated as of February 25, 2014 (this “Agreement”), is made by and between KMG Chemicals, Inc., a Texas corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 15th, 2004 • KMG Chemicals Inc • Chemicals & allied products • Texas
AGREEMENT, dated effective as of March 8, 2004 (“Effective Date”), between KMG CHEMICALS, INC., a Texas corporation (the “Company”), with an office at 10611 Harwin, Suite 402, Houston, Texas 77036 and J. NEAL BUTLER (“Executive”), with an address at 787 Windover Road, Alexander City, Alabama 35010.
GUARANTY OF PAYMENT THIS AGREEMENT is made as of the 26th day of June, 1998, by KMG CHEMICALS, INC., a Texas corporation (the "Guarantor"), in favor of SOUTHTRUST BANK, NATIONAL ASSOCIATION (the "Bank"). R E C I T A L SGuaranty of Payment • July 10th, 1998 • KMG B Inc • Chemicals & allied products • Alabama
W I T N E S S E T H:Revolving Loan Agreement • December 6th, 1996 • KMG B Inc • Alabama
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 30th, 2010 • KMG Chemicals Inc • Chemicals & allied products • Texas
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of March 18, 2010, is made by and among KMG CHEMICALS, INC., a Texas corporation, KMG-BERNUTH, INC., a Delaware corporation, and KMG ELECTRONIC CHEMICALS, INC., a Texas corporation (collectively, and as further defined in the Credit Agreement, the “Borrowers”), and WACHOVIA BANK, N.A., a national banking association, as Agent and Collateral Agent as defined in the Credit Agreement (hereinafter defined), those lenders executing this Amendment as Lenders, and such other lenders (collectively, and as further defined in the Credit Agreement, the “Lenders”) as may become a party to the Credit Agreement.
ASSET PURCHASE AGREEMENT AMONG WOOD PROTECTION PRODUCTS, INC., KMG-BERNUTH, INC., AND JAMES R. FORSHAW Brackets [****] indicate material subject to request of confidential treatment.Asset Purchase Agreement • December 19th, 2003 • KMG Chemicals Inc • Chemicals & allied products • Texas
CREDIT AGREEMENTCredit Agreement • June 5th, 2007 • KMG Chemicals Inc • Chemicals & allied products • Alabama
THIS CREDIT AGREEMENT (this “Agreement”), dated as of May 16, 2007, is made by and among KMG CHEMICALS, INC., a Texas corporation (“KMG Chemicals”), KMG-BERNUTH, INC., a Delaware corporation (“KMG-Bernuth”) (KMG Chemicals and KMG-Bernuth hereinafter referred to as the “Borrowers”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Bank”). As used herein, capitalized words and phrases shall have the meanings ascribed thereto in Article I of this Agreement.
FIFTH AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • June 13th, 2005 • KMG Chemicals Inc • Chemicals & allied products
THIS FIFTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment” or “Fifth Amendment to Loan Agreement”) is entered into by and between KMG-BERNUTH, INC., a Delaware corporation (hereinafter referred to as “Borrower”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, successor by merger to SouthTrust Bank, an Alabama banking corporation, successor by conversion to SouthTrust Bank, National Association (hereinafter referred to as “Bank”) as of the 7th day of June, 2005.
SECURITIES PURCHASE AGREEMENT BY AND AMONG KMG CHEMICALS, INC., TONTINE CAPITAL PARTNERS, L.P. AND TERRIER PARTNERS L.P. APRIL 21, 2005Securities Purchase Agreement • April 22nd, 2005 • KMG Chemicals Inc • Chemicals & allied products • Texas
This SECURITIES PURCHASE AGREEMENT, dated as of April 21, 2005, is entered into by and among KMG CHEMICALS, INC., a Texas corporation, TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership, and TERRIER PARTNERS L.P., a New York limited partnership.
ContractAdoption Agreement • August 27th, 2018 • KMG Chemicals Inc • Chemicals & allied products
NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.
First AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 19th, 2017 • KMG Chemicals Inc • Chemicals & allied products • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 19, 2017, by and among KMG Chemicals, Inc., a Texas corporation (the “Borrower”), the other Borrower Parties party hereto, and KeyBank National Association, a national banking association (“KeyBank”), as administrative agent (in such capacity, the “Agent”) for the Lenders under, and as defined in, the Credit Agreement (as defined below), in its own capacity (including as the Replacement Lender (as defined below) and acting with the consent of the Consenting Lenders (as defined below). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement (as defined below), as amended hereby.
SECOND AMENDMENT TO REVOLVING LOAN AGREEMENTRevolving Loan Agreement • December 12th, 1997 • KMG B Inc • Chemicals & allied products
AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 3rd, 2013 • KMG Chemicals Inc • Chemicals & allied products • New York
THIS AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT (this “Amendment”) is entered into as of May 31, 2013, by and among KMG CHEMICALS, INC., a Texas corporation (“KMG Chemicals”), KMG-BERNUTH, INC., a Delaware corporation (“KMG-Bernuth”), KMG ELECTRONIC CHEMICALS, INC., a Texas corporation (“KMG ECI” and, together with KMG Chemicals and KMG-Bernuth, collectively, the “Companies” and each, individually, a “Company”), and the undersigned holders of Notes (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2013 • KMG Chemicals Inc • Chemicals & allied products • Texas
THIS EMPLOYMENT AGREEMENT ( Agreement”), dated effective as of September 24, 2013 (“Effective Date”), between KMG CHEMICALS, INC., a Texas corporation (the “Company”), with an office at 9555 West Sam Houston Parkway South, Houston, TX 77099 and Christopher T. Fraser (“Executive”), with an address at 9448 Bella Terra Drive, Fort Worth, TX 76126. In this Agreement, Company and Executive are sometimes called the “Parties,” or individually referred to as a “Party.”
ASSET PURCHASE AGREEMENT by and among AIR PRODUCTS AND CHEMICALS, INC. and KMG CHEMICALS, INC. Dated as of October 19, 2007Asset Purchase Agreement • October 24th, 2007 • KMG Chemicals Inc • Chemicals & allied products • New York
This ASSET PURCHASE AGREEMENT dated as of October 19, 2007 (this “Agreement”), is entered into by and among AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (“Seller”), and KMG CHEMICALS, INC., a Texas corporation (“Purchaser”).
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • December 19th, 2003 • KMG Chemicals Inc • Chemicals & allied products
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is entered into by and between KMG-BERNUTH, INC., a Delaware corporation (hereinafter referred to as “Borrower”) and SOUTHTRUST BANK, an Alabama banking corporation, successor by conversion to SouthTrust Bank, National Association (hereinafter referred to as “Bank”) as of the 5th day of December, 2003.
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT AND LIMITED CONSENTNote Purchase Agreement • March 30th, 2010 • KMG Chemicals Inc • Chemicals & allied products • New York
THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT AND LIMITED CONSENT (this “Amendment”) is entered into as of March 18, 2010, by and among KMG Chemicals, Inc., a Texas corporation (“KMG Chemicals”), KMG-Bernuth, Inc., a Delaware corporation (“KMG-Bernuth”), KMG Electronic Chemicals, Inc., a Texas corporation (“KMG ECI” and, together with KMG Chemicals and KMG-Bernuth, collectively, the “Companies” and each, individually, a “Company”), and the undersigned holders of Notes (as hereinafter defined).
