KEMET Corporation $100,000,0006.66% Senior Notes due May 4, 2010______________ Note Purchase Agreement_____________ Dated as of May 1, 1998Note Purchase Agreement • June 19th, 1998 • Kemet Corp • Electronic components & accessories • New York
EXHIBIT 1.1 KEMET CORPORATION (a Delaware corporation) 5,000,000 Shares of Common Stock Purchase Agreement Dated: January 13, 2000 KEMET CORPORATION (a Delaware corporation) 5,000,000 Shares of Common Stock, $0.01 par value Purchase AgreementPurchase Agreement • January 11th, 2000 • Kemet Corp • Electronic components & accessories • New York
THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the 30th day of September, 1998, among KEMET CORPORATION, a Delaware corporation (the "Borrower"), WACHOVIA BANK, N.A. as Agent (successor by...Credit Agreement • November 17th, 1998 • Kemet Corp • Electronic components & accessories • Georgia
INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _____, ____ between KEMET CORPORATION, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”). WHEREAS, highly competent...Indemnification Agreement • May 31st, 2018 • Kemet Corp • Electronic components & accessories • Delaware
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • January 16th, 2002 • Kemet Corp • Electronic components & accessories
FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the 30th day of June, 1999, among KEMET CORPORATION, a Delaware corporation (the "Borrower"); WACHOVIA BANK, N.A. as Agent (successor by...Credit Agreement • August 12th, 1999 • Kemet Corp • Electronic components & accessories • Georgia
REGISTRATION RIGHTS AGREEMENT by and among KEMET Corporation, the guarantors party hereto, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Deutsche Bank Securities Inc. Dated as of April 3, 2012Registration Rights Agreement • April 4th, 2012 • Kemet Corp • Electronic components & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 3, 2012, by and among KEMET Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”) and Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase pursuant to the Purchase Agreement (as defined below) $15,000,000 aggregate principal amount of the Company’s 10½% Senior Notes due 2018 (the “Initial Notes”) which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.” Merrill, Lynch, Pierce, Fenner & Smith Incorporated has agreed to act as representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Initial Securities.
FOURTH AMENDMENT TO CREDIT AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the 31 st day of December, 1998, among KEMET CORPORATION, a Delaware corporation (the "Borrower"), WACHOVIA BANK, N.A. as Agent (successor...Credit Agreement • February 16th, 1999 • Kemet Corp • Electronic components & accessories • Georgia
SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the 1st day of July, 1999, among KEMET CORPORATION, a Delaware corporation (the "Borrower"); WACHOVIA BANK, N.A. as Agent (successor by...Credit Agreement • November 15th, 1999 • Kemet Corp • Electronic components & accessories • Georgia
KEMET Corporation $15,000,000 10½ Senior Notes due 2018 PURCHASE AGREEMENT dated March 29, 2012 Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc.Purchase Agreement • April 4th, 2012 • Kemet Corp • Electronic components & accessories • New York
Introductory. KEMET Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $15,000,000 aggregate principal amount of the Company’s 10½ Senior Notes due 2018 (the “Notes”). Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities (as defined below).
as Co-Agent 2 TABLE OF CONTENTS CREDIT AGREEMENT ARTICLE I DEFINITIONS SECTION 1.01. Definitions 1 SECTION 1.02. Accounting Terms and Determinations 16 SECTION 1.03. Use of Defined Terms 16 SECTION 1.04. Terminology 16 SECTION 1.05. References 16...Credit Agreement • November 12th, 1996 • Kemet Corporation • Electronic components & accessories • Georgia
KEMET CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2007 • Kemet Corp • Electronic components & accessories • New York
KEMET Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of October 26, 2006 (the “Purchase Agreement”), $160,000,000 aggregate principal amount (plus up to an additional $15,000,000 principal amount) of its 2.25% Convertible Notes Due November 2026 (the “Initial Securities”) The Initial Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated October 26, 2006. The Initial Securities will be issued pursuant to an Indenture, dated as of November 1, 2006 (the “Indenture”), among the Company and Wachovia Bank, National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with
July 28, 2008Change in Control Severance Compensation Agreement • June 30th, 2009 • Kemet Corp • Electronic components & accessories • South Carolina
The board of directors (the “Board”) of KEMET Corporation (the “Company”) has determined that it is in the best interests of the Company and its shareholders to assure the continued dedication to the Company of senior management personnel, notwithstanding any possibility, threat or occurrence of a Change in Control of the Company (as defined below). Accordingly, in order to encourage your continued attention and dedication to your assigned duties regardless of any such possibility, threat or occurrence, the Board has authorized the Company to enter into this “Change in Control Severance Compensation Agreement” (the “Agreement”) in order to provide you with certain compensation and other benefits in the event that your employment with the Company is terminated as a result of a Change in Control of the Company.
May 3, 2010Change in Control Severance Compensation Agreement • August 5th, 2010 • Kemet Corp • Electronic components & accessories • South Carolina
You have previously entered into a Change in Control Severance Compensation Agreement dated July 28, 2008 (the “Agreement”) with KEMET Corporation (the “Company”) in order to provide you with certain compensation and other benefits in the event that your employment with the Company is terminated as a result of a Change in Control of the Company. You and the Company now wish to amend the Agreement as follows:
May 3, 2010Change in Control Severance Compensation Agreement • August 5th, 2010 • Kemet Corp • Electronic components & accessories • South Carolina
You have previously entered into a Change in Control Severance Compensation Agreement dated July 28, 2008 (the “Agreement”) with KEMET Corporation (the “Company”) in order to provide you with certain compensation and other benefits in the event that your employment with the Company is terminated as a result of a Change in Control of the Company. You and the Company now wish to amend the Agreement as follows:
Re: Change in Control Severance Compensation AgreementChange in Control Severance Compensation Agreement • November 12th, 2019 • Kemet Corp • Electronic components & accessories • South Carolina
The board of directors (the “Board”) of KEMET Corporation (the “Company”) has determined that it is in the best interests of the Company and its shareholders to assure the continued dedication to the Company of senior management personnel, notwithstanding any possibility, threat or occurrence of a Change in Control of the Company (as defined below). Accordingly, in order to encourage your continued attention and dedication to your assigned duties regardless of any such possibility, threat or occurrence, the Board has authorized the Company to enter into this “Change in Control Severance Compensation Agreement” (the “Agreement”) in order to provide you with certain compensation and other benefits in the event that your employment with the Company is terminated as a result of a Change in Control of the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 6th, 2015 • Kemet Corp • Electronic components & accessories • South Carolina
THIS AMENDED AND RESTATED AGREEMENT is made as of June 29, 2015, between KEMET Corporation, a Delaware corporation (the "Company"), and Per-Olof Loof ("Executive"), and serves to amend and restate the Employment Agreement dated as of January 27, 2010, as amended by Amendment No. 1 to Employment Agreement dated as of March 28, 2012 (this Amended and Restated Agreement is referred to herein as the “Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 10th, 2008 • Kemet Corp • Electronic components & accessories • New York
ASSET PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2008, by and between KEMET Electronics Corporation (“Seller”), a Delaware corporation and a wholly-owned subsidiary of KEMET Corporation (“Seller Guarantor”) and Siliconix Technology C.V. (“Buyer”), a company organized under the laws of the Netherlands and a wholly-owned subsidiary of Vishay Intertechnology, Inc. (“Buyer Guarantor”). Capitalized terms used herein have the meanings set forth in Exhibit A hereto.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 10th, 2008 • Kemet Corp • Electronic components & accessories • New York
Pursuant to the Loan Agreement dated as of the date hereof (as amended, supplemented or modified from time to time, the “Loan Agreement”; capitalized terms used but not defined herein shall have the meanings given such terms in the Loan Agreement) by and among Kemet Electronics Corporation, as Borrower, and Secured Party, Secured Party has agreed to make a Loan to Borrower. In order to induce Secured Party to make the Loan, Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, Grantor hereby agrees as follows:
CORPORATE ADVISORY SERVICES AGREEMENTCorporate Advisory Services Agreement • June 30th, 2009 • Kemet Corp • Electronic components & accessories • California
This CORPORATE ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into as of June 30, 2009 (the “Effective Date”) by and between KEMET CORPORATION, a Delaware corporation (the “Company”), and PLATINUM EQUITY ADVISORS, LLC, a Delaware limited liability company (the “Advisor”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 30th, 2009 • Kemet Corp • Electronic components & accessories • Delaware
THIS INVESTOR RIGHTS AGREEMENT, dated as of June 30, 2009 (this “Agreement”), is entered into by and between KEMET Corporation, a Delaware corporation (the “Company”), and K Financing, LLC, a Delaware limited liability company (“Investor”).
LOAN AGREEMENTLoan Agreement • November 10th, 2008 • Kemet Corp • Electronic components & accessories • New York
WHEREAS, Borrower desires to sell to Lender the assets, properties and rights related to the Business as defined in the Asset Purchase Agreement, dated as of September 15, 2008 (as amended, restated, supplemented or otherwise modified from time to time the “Asset Purchase Agreement”), by and among Borrower, as seller, and Lender, as buyer;
SETTLEMENT AGREEMENTSettlement Agreement • November 12th, 2019 • Kemet Corp • Electronic components & accessories • California
This Settlement Agreement is made and entered into this eighth day of November, 2019, by and among Defendants KEMET Corporation and KEMET Electronics (together, “KEMET”) and Plaintiffs Chip-Tech, Ltd., Dependable Component Supply Corp., eIQ Energy, Inc., and Walker Component Group, Inc. (together, the “Direct Purchaser Plaintiffs” or “Plaintiffs”), who have filed suit as representatives of a certified Class of similarly situated direct purchasers of aluminum, tantalum, and film capacitors (“Capacitors”), as defined below, in the class action In re Capacitors Antitrust Litigation, Master Docket No. 14-cv-3264-JD, MDL No. 2801, currently pending before the Honorable James Donato in the United States District Court for the Northern District of California. Plaintiffs enter into this Settlement Agreement both individually and on behalf of the direct purchaser Class. This Settlement Agreement is intended by the Settling Parties (defined below) to fully, finally, and forever resolve, discharg
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2009, among KEMET CORPORATION, as Borrower, THE OTHER GUARANTORS PARTY HERETO, as Guarantors, and K FINANCING, LLC, as LenderCredit Agreement • June 8th, 2009 • Kemet Corp • Electronic components & accessories • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of June 7, 2009, by and among KEMET CORPORATION, a Delaware corporation, as borrower hereunder (the “Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning assigned to it in Article I), and K FINANCING, LLC, a Delaware limited liability company, as lender hereunder (the “Lender”), amends, restates, replaces and supersedes in its entirety that certain Credit Agreement, dated as of May 5, 2009, by and among the Borrower, the Subsidiary Guarantors and the Lender (the “Existing Agreement”).
Mortgage Deed UniCredit Corporate Banking S.p.A. As Lending Party and Mortgagee Arcotronics Industries S.r.l. As MortgagerMortgage Deed • October 27th, 2008 • Kemet Corp • Electronic components & accessories
UNICREDIT CORPORATE BANKING S.P.A., with registered offices and general management headquarters in Via Garibaldi 1, Verona, Italy, share capital Euro 4,107,904,696.00 (four billion, one hundred and seven million, nine hundred and four thousand and six hundred and ninety-six/00) fully paid in, tax code, VAT number and enrolment number in the Verona Companies’ Register No. 03656170960, Italian Banking Association code 3226.8, enrolled in the register of banks and part of the UniCredit Banking Group enrolled in the Register of Bank Groups under No. 3135 (hereinafter also defined solely as “UniCredit”, “Lending party”, “Mortgagee or “Agent Bank”), represented by Messrs. Daniele Di Anselmo, born in Terni on 11 June 1964 and Claudio Chiosi born in Bologna on 15 March 1966, Middle Managers who take part in this deed in their capacity as Executive and Head of Joint management Bologna, as authorized by virtue of the powers granted them under the power of attorney issued by Mr. Mario Fertonani b
CONFIDENTIAL SEPARATION AGREEMENTSeparation Agreement • August 17th, 2007 • Kemet Corp • Electronic components & accessories • South Carolina
This Agreement dated as of September 1, 2007 is entered into between Joseph Kelly Vogt, (“Executive”) and KEMET Corporation, a Delaware corporation (“KEMET” or the “Company”).
RESTATED HEIDENHEIM MANUFACTURING AND SUPPLY AGREEMENTHeidenheim Manufacturing and Supply Agreement • April 20th, 2006 • Kemet Corp • Electronic components & accessories
Under the ASPA, EPCOS sold to the German Purchaser also the tools, equipment and machinery required for the manufacturing of Heidenheim Tantalum Polymer Capacitors at the Heidenheim site. According to Section 8A.2 of the ASPA, these assets shall be transferred to German Purchaser on basis of the Production Transfer and Assumption Agreement on or before the Heidenheim Production End Date.
Warrants to Purchase 10,000,000 Shares KEMET Corporation Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 15th, 2010 • Kemet Corp • Electronic components & accessories • New York
K Equity, LLC, a Delaware limited liability company (“K Equity”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an immediately exercisable warrant to purchase up to 8,700,000 shares of common stock, $0.01 par value (the “Common Stock”) of KEMET Corporation, a Delaware corporation (the “Company”) (such warrant, the “Firm Warrant,” and such underlying shares, the “Firm Shares”). The respective proportions of the Firm Warrant, representing the number of Shares (as defined below) as of the date hereof, to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. K Equity also proposes to sell at the Underwriters’ option an immediately exercisable warrant to purchase up to
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 6th, 2009 • Kemet Corp • Electronic components & accessories • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 30, 2009, is made by and among KEMET CORPORATION, a Delaware corporation, as borrower hereunder (“Borrower”), the Subsidiary Guarantors (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement described below), and K FINANCING, LLC, a Delaware limited liability company, as lender hereunder (“Lender”).
Form of Severance Agreement KEMET Corporation August 1, 1996 [Senior Manager ] [Address ] Re: Change in Control Severance Compensation Agreement Dear _______________: The board of directors (the "Board") of KEMET Corporation (the "Company") has...Change in Control Severance Compensation Agreement • November 12th, 1996 • Kemet Corporation • Electronic components & accessories
KEMET CORPORATION FY2020/FY2021 LONG-TERM INCENTIVE PLAN AWARD AND RESTRICTED STOCK AGREEMENT Dated: May 18, 2019Award and Restricted Stock Agreement • May 30th, 2019 • Kemet Corp • Electronic components & accessories • Delaware
KEMET Corporation (the “Company”) is pleased to advise you that, pursuant to the KEMET Corporation Omnibus Incentive Plan (the “Plan”), the Company’s Compensation Committee (the “Committee”) has granted to you this award under the FY2020/FY2021 Long-Term Incentive Plan (the “LTIP Award”). Sixty percent (60%) of the value of the LTIP Award is provided by a performance-based Performance Award which, if certain performance measures are met and other conditions satisfied, will provide you with a combination of cash and Restricted Stock Units of the Company. Forty percent (40%) of the value of the LTIP Award is provided by a time-based Restricted Stock Unit Award, by which, upon the vesting and settlement of the underlying Restricted Stock Units, you shall be issued Restricted Stock of the Company. An illustration of your LTIP Award payouts in the event that the Company meets its performance targets has been provided to you in a separate document.
AMENDMENT NO. 1 TO OPTION AGREEMENTOption Agreement • September 4th, 2014 • Kemet Corp • Electronic components & accessories
This AMENDMENT NO. 1 TO OPTION AGREEMENT (this “Amendment”) is entered into and effective as of August 29, 2014, by and between NEC Corporation, a Japanese corporation with its principal place of business at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan (“NEC Corporation”), and KEMET Electronics Corporation, a Delaware corporation with its principal place of business at 2835 Kemet Way, Simpsonville, South Carolina 29681 (“Purchaser”). NEC Corporation and Purchaser may hereafter be referred to collectively as the “Parties,” or individually as a “Party.”
AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT, WAIVER AND CONSENTLoan and Security Agreement • May 25th, 2016 • Kemet Corp • Electronic components & accessories • New York
THIS AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT, WAIVER AND CONSENT (this “Amendment”) is made as of March 27, 2015 (the “Sixth Amendment Effective Date”) by and among KEMET ELECTRONICS CORPORATION, a Delaware corporation (“KEC”), KEMET FOIL MANUFACTURING, LLC, a Delaware limited liability company (“KEMET Foil”), KEMET BLUE POWDER CORPORATION, a Nevada corporation (“KEMET Blue”), THE FOREST ELECTRIC COMPANY, an Illinois corporation (“FELCO”; and together with KEC, KEMET Foil and KEMET Blue, collectively, the “U.S. Borrowers”), KEMET ELECTRONICS MARKETING (S) PTE LTD., a Singapore corporation (“Singapore Borrower” and, together with U.S. Borrowers, collectively, “Borrowers”), the financial institutions party hereto as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 12th, 2019 • Kemet Corp • Electronic components & accessories • Delaware
THIS VOTING AND SUPPORT AGREEMENT, dated as of November [_], 2019 (this “Agreement”), is made by and between KEMET Corporation, a Delaware corporation (the “Company”), and the undersigned, a stockholder (the “Stockholder”) of Yageo Corporation, a corporation organized under the Laws of the Republic of China (“Parent”).
STOCKHOLDERS’ AGREEMENT by and between KEMET ELECTRONICS CORPORATION NEC CORPORATION and NEC TOKIN CORPORATIONStockholders' Agreement • March 15th, 2012 • Kemet Corp • Electronic components & accessories
This Stockholders’ Agreement (this “Agreement”) dated March 12, 2012, by and among NEC TOKIN Corporation, a Japanese corporation with its principal place of business at 7-1, Kohriyama 6-chome, Taihaku-ku, Sendai-shi, Miyagi 982-8510, Japan (the “Company”), NEC Corporation, a Japanese corporation with its principal place of business at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan (“NEC”), and KEMET Electronics Corporation, a Delaware corporation with its principal place of business at 2835 Kemet Way, Simpsonville, South Carolina 29681, USA (“KEMET”). The Company, NEC, and KEMET may hereafter be referred to collectively as the “Parties”, or individually as a “Party”. NEC and KEMET may hereafter be referred to collectively as the “Initial Stockholders”, or individually as an “Initial Stockholder”.
