SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 17, 2012, among KEMET Blue Powder Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), KEMET Corporation, a Delaware corporation (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust Company, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 5, 2010 providing for the issuance of 10½% Senior Notes due 2018 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 12 thereof.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator, stockholder or unitholder of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Indenture, the Note Guarantees, this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuer.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated: April 17, 2012
|
|
KEMET BLUE POWDER CORPORATION | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx Xxxxxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxxxxx |
|
|
|
Title: |
President |
|
|
|
|
|
|
|
|
| |
|
|
KEMET CORPORATION | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx X. Xxxxx | |
|
|
|
Name: |
Xxxxxxx X. Xxxxx |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
KEMET ELECTRONICS CORPORATION | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx X. Xxxxx | |
|
|
|
Name: |
Xxxxxxx X. Xxxxx |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
KEMET FOIL MANUFACTURING, LLC | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxx Xxxx | |
|
|
|
Name: |
Xxxxx Xxxx |
|
|
|
Title: |
Manager |
|
|
|
|
|
|
|
|
|
|
|
|
KEMET SERVICES CORPORATION | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx Xxxxxxxx | |
|
|
|
Name: |
Xxxxxxx Xxxxxxxx |
|
|
|
Title: |
President |
|
|
|
|
|
|
Signature Page to Supplemental Indenture | |||
|
|
KRC TRADE CORPORATION | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx X. Xxxxx | |
|
|
|
Name: |
Xxxxxxx X. Xxxxx |
|
|
|
Title: |
Vice President and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
THE FOREST ELECTRIC COMPANY | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx X. Xxxxx | |
|
|
|
Name: |
Xxxxxxx X. Xxxxx |
|
|
|
Title: |
Secretary |
|
|
|
| |
|
Signature Page to Supplemental Indenture | |||
|
|
WILMINGTON TRUST COMPANY, as Trustee | ||
|
|
|
| |
|
|
|
| |
|
|
By: |
/s/ Xxxxxxx X. Xxxxx, Xx. | |
|
|
|
Name: |
Xxxxxxx X. Xxxxx, Xx. |
|
|
|
Title: |
Assistant Vice President |
Signature Page to Supplemental Indenture
