0000950123-11-100304 Sample Contracts

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 23rd, 2011 • KMG Chemicals Inc • Chemicals & allied products • Texas

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of November 23, 2011, 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, successor by merger to Wachovia Bank, N.A., 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.

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AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT AND LIMITED CONSENT
Note Purchase Agreement and Limited Consent • November 23rd, 2011 • KMG Chemicals Inc • Chemicals & allied products • New York

THIS AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT AND LIMITED CONSENT (this “Amendment”) is entered into as of November 23, 2011, 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).

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