FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
AND AMENDED AND RESTATED PLEDGE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
AND AMENDED AND RESTATED PLEDGE AGREEMENT (this “ Amendment ”), dated as of
January 30, 2009, 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 (hereinafter collectively referred to as “ Borrowers ”), and WACHOVIA BANK, N.A. , a national
banking association, as Agent (the “ Agent ”) and as Collateral Agent (the “ Collateral Agent ”), those lenders
executing this Amendment as Lenders, and such other lenders (collectively, the “ Lenders ”) as may become a
party to the Credit Agreement (hereinafter defined).
R E C I T A L S :
A. Borrowers, Agent, Collateral Agent and Lenders have entered into that certain Amended and
Restated Credit Agreement dated as of December 31, 2007 (as amended hereby, the “ Agreement ”).
B. Borrowers have requested that Agent, Collateral Agent and Lenders modify certain definitions
and terms of the Agreement and the Pledge Agreement (as defined in the Agreement) , and Lenders have agreed
to the same upon the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01 Definitions Above . As used herein, the terms “Agent,” “Agreement,” “Amendment,”
“Borrowers,” “Collateral Agent,” and “Lenders” and “Pledge Agreement” shall have the meanings as set forth
Section 1.02 Definitions in Agreement . Capitalized terms used in this Amendment, to the extent
not otherwise defined herein, shall have the same meanings as set forth in the Agreement.