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 March 27, 2012Registration Rights Agreement • March 28th, 2012 • Kemet Corp • Electronic components & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 27, 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) $110,000,000 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.
KEMET Corporation $110,000,000 10½ Senior Notes due 2018 PURCHASE AGREEMENT dated March 22, 2012 Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc.Purchase Agreement • March 28th, 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 $110,000,000 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).
