AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit (b)(2)

EXECUTION COPY

AMENDMENT NO. 1

TO

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 21, 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”).

RECITALS

WHEREAS, Borrower and the Subsidiary Guarantors are parties to that certain Amended and Restated Credit Agreement, dated as of June 7, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrower, the Subsidiary Guarantors and Lender; and

WHEREAS, the parties desire to amend the Credit Agreement in connection with extending the expiration date for the Tender Offer;

NOW, THEREFORE, in consideration of the premises made hereunder, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Amendment of Third Recital to the Credit Agreement.  The third Recital to the Credit Agreement is hereby amended by (x) deleting the amount “$122,500,000” in the third line thereof and substituting the amount “$87,500,000” in lieu thereof and (y) deleting the phrase “seventy percent (70%)” in the fourth line thereof and substituting the phrase “fifty percent (50%)” in lieu thereof.

Section 2. Amendment of Section 1.01 of the Credit Agreement.  The definition of “Test Period” in Section 1.01 of the Credit Agreement is hereby amended by deleting clause (i) of the proviso thereto, and renumbering clauses (ii) and (iii) of the proviso thereto as “(i)” and “(ii),” respectively.

Section 3. Amendment of Section 5.14 of the Credit Agreement.  Section 5.14 of the Credit Agreement is hereby amended by (x) deleting the amount “$122,500,000” in the fifth line thereof and substituting the amount “$87,500,000” in lieu thereof and (y) deleting the phrase “seventy percent (70%)” in the sixth line thereof and substituting the phrase “fifty percent (50%)” in lieu thereof.

Section 4. Amendment of Section 5.15 of the Credit Agreement.  Section 5.15 of the Credit Agreement is hereby amended by inserting the following additional sentence at the end thereof:

“Borrower shall provide evidence reasonably satisfactory to Lender within thirty (30) days after the Closing Date that each insurance policy set forth on Schedule 3.19 complies with the requirements set forth in Section 5.04(b)(i) hereof.”

Section 5. Amendment of Section 6.10 of the Credit Agreement.  The table set forth in Section 6.10(a) of the Credit Agreement is hereby amended by deleting the third row thereof, commencing with the date “June 30, 2009.”

Section 6. Conditions Precedent.  This Amendment shall become effective upon satisfaction of each of the following conditions precedent:

(a) Lender shall have received all of the following, in form and substance satisfactory to Lender:

(i) Amendment Documents.  This Amendment and each other instrument, document or certificate required by the Administrative Agent, duly executed and delivered by Borrower, the Subsidiary Guarantors, Lender and any other person in connection with this Amendment; and

(ii) Additional Information.  Such additional documents, instruments and information as the Administrative Agent may reasonably request to effect the transactions contemplated hereby.

(b) The representations and warranties contained herein and in the Loan Documents shall be true and correct in all material respects as of the date hereof as if made on the date hereof (except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

(c) No Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment.

Section 7. Representations and Warranties.  Each Loan Party jointly and severally represents and warrants to Lender that, as of the date hereof and after giving effect to this Amendment, (a) all representations and warranties set forth in the Credit Agreement and in any other Loan Document are true and correct in all material respects as if made again on and as of such date (except those, if any, which by their terms specifically relate only to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), (b) no Default or Event of Default has occurred and is continuing and (c) the Credit Agreement (as amended by this Amendment), and all other Loan Documents are and remain legal, valid, binding and enforceable obligations of the Loan Parties in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought in equity or at law).

Section 8. Survival of Representations and Warranties.  All representations and warranties made in this Amendment or any other Loan Document shall survive the execution and delivery of this Amendment, and no investigation by Lender shall affect the representations and warranties or the right of Lender to rely upon them.

Section 9. Acknowledgement by Lender.  Lender hereby acknowledges and agrees that consummation of the Tender Offer in accordance with the Tender Offer Documents, as amended from time to time prior to the date hereof and as to be further amended on the first Business Day following the date hereof by Borrower’s filing of Amendment No. 5 to the Schedule TO (in the form delivered by Borrower to Lender concurrently with Borrower’s execution and delivery hereof) with the

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Securities and Exchange Commission, will be satisfactory to Lender for purposes of Section 4.01(d)(iv) of the Credit Agreement.

Section 10. Reference to Agreement.  Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan Document under the Credit Agreement.

Section 11. Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Section 12. Execution.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or pdf shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 13. Limited Effect.  This Amendment relates only to the specific matters expressly covered herein, shall not be considered to be a waiver of any rights or remedies Lender may have under the Credit Agreement or under any other Loan Document, and shall not be considered to create a course of dealing or to otherwise obligate in any respect Lender to execute similar or other amendments or grant any waivers under the same or similar or other circumstances in the future.

Section 14. Severability.  Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 15. Entire Agreement.  This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.

Section 16. Ratification by Subsidiary Guarantors.  Each of the Subsidiary Guarantors hereby acknowledges that its consent to this Amendment is not required, but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Amendment and to the documents and agreements referred to herein.  Each Subsidiary Guarantor agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, such Subsidiary Guarantor’s Guarantee shall remain in full force and effect without modification thereto and (ii) nothing herein shall in any way limit any of the terms or provisions of such Subsidiary Guarantor’s Guarantee or any other Loan Document executed by such Subsidiary Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects.  Each Subsidiary Guarantor hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 16.  Each Subsidiary Guarantor hereby further acknowledges that Borrower and Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from such Subsidiary Guarantor and

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without affecting the validity or enforceability of such Subsidiary Guarantor’s Guarantee or giving rise to any reduction, limitation, impairment, discharge or termination of such Subsidiary Guarantor’s Guarantee.

[The remainder of this page is intentionally left blank; signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

	KEMET CORPORATION,
	as Borrower
	By:	/s/ Xxxxxxx X. Xxxx, Xx.
		Name:	Xxxxxxx X. Xxxx, Xx.
		Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

	KEMET ELECTRONICS CORPORATION,
	as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxx, Xx.
		Name:	Xxxxxxx X. Xxxx, Xx.
		Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

	KEMET SERVICES CORPORATION,
	as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

	KRC TRADE CORPORATION,
	as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxx, Xx.
		Name:	Xxxxxxx X. Xxxx, Xx.
		Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

	THE FOREST ELECTRIC COMPANY,
	as a Subsidiary Guarantor
	By:	/s/ X.X. Xxxxx, Xx.
		Name:	Xxxxxxx X. Xxxxx, Xx.
		Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

	KEMET ELECTRONICS (SUZHOU) CO., LTD.,
	as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxx, Xx.
		Name:	Xxxxxxx X. Xxxx, Xx.
		Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

	KEMET DE MEXICO, S.A. DE C.V.,
	as a Subsidiary Guarantor
	By:	/s/ Xxxxxxx X. Xxxx, Xx.
		Name:	Xxxxxxx X. Xxxx, Xx.
		Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

	K FINANCING, LLC,
	as Lender
	By:	/s/ Xxxx Xxx Xxxxxx
		Name:	Xxxx Xxx Xxxxxx
		Title:	Vice President

(Signature Page to Amendment No. 1 to Credit Agreement)