Exhibit 10.15
AlliedSignal Inc.
P.O. Box 1053
000 Xxxxxxxx Xx.
Morristown, NJ 07962
Attention: General Manager, Carbon Materials & Technologies
RE: PERFORMANCE GUARANTEE - KMG-BERNUTH, INC.
Ladies and Gentlemen:
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").
We hereby agree to the fullest extent permitted by applicable law, that
our obligations with regard to this Guarantee shall be unconditional,
irrespective of the validity, regularity or enforceability of the Supply
Agreement and the related purchase orders, the absence of any action to
enforce the same, any delays in obtaining or realizing upon or failures to
obtain or realize upon collateral, the recovery of any judgment against
KMG-Bernuth, any action to enforce the same or any other circumstances that
might otherwise constitute a legal or equitable discharge or defense of a
guarantor. We hereby waive diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of
KMG-Bernuth, any right to require a proceeding first against KMG-Bernuth or
right to require the prior disposition of the assets of KMG-Bernuth to meet its
obligations, protest, notice and all demands whatsoever and covenants that this
Guarantee will
not be discharged except by complete performance of the obligations contained
in the Supply Agreement and the related purchase orders.
This Guarantee will be governed by and in accordance with the laws of
the State of New York.
The Guarantee shall continue in full force and effect until the full
performance of all obligations to be performed by KMG-Bernuth pursuant to the
Supply Agreement and the related purchase orders.
Sincerely,
KMG Chemicals, Inc., a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
Date: June 30, 1998
