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:
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;
