4.1
EIGHTH AMENDMENT TO CREDIT AGREEMENT

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as
of the 31st day of October, 2000, among KEMET CORPORATION, a Delaware
corporation (the "Borrower"); WACHOVIA BANK, N.A. as Agent (successor by
merger to Wachovia Bank of Georgia, N.A. and hereinafter referred to as the
"Agent") under the Credit Agreement (as herein defined) and the BANKS named
in the Credit Agreement.

Background:

The Borrower, the Agent and the Banks have entered into a certain
Credit Agreement dated as of October 18, 1996, as amended by a First
Amendment to Credit Agreement dated as of August 30, 1997, as further amended
by a Second Amendment to Credit Agreement dated as of March 31, 1998, as
further amended by a Third Amendment to Credit Agreement dated as of
September 9, 1998, as further amended by a Fourth Amendment to Credit
Agreement dated as of December 31, 1998, as further amended by a Fifth
Amendment to Credit Agreement dated as of June 30, 1999, as further amended
by a Sixth Amendment to Credit Agreement dated as of July 1, 1999, and as
further amended by a Seventh Amendment to Credit Agreement dated as of June
1, 2000 (as amended, the "Credit Agreement").

The Borrower, the Agent and the Banks wish to further amend the Credit
Agreement in certain respects, as hereinafter provided.

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1.	Definitions.  Capitalized terms used herein which are not
otherwise defined herein shall have the respective meanings assigned to
them in the Credit Agreement.

SECTION 2.	Amendments.  The Credit Agreement is hereby amended as
follows:

2.1.	Section 2.05(b) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:

(b)	Upon written request of the Borrower, which shall be made
in writing and delivered to the Agent on a Domestic Business Day
on or before the date which is not more than 60 days after the
fourth anniversary of the Closing Date, the Banks and the Agent
in their sole and absolute discretion may (but shall not be
obligated to) extend the Termination Date for a period of one
year.  In the event that a Bank chooses to extend the Termination
Date for such a one year period, notice shall be given by such
Bank to the Borrower and the Agent on or before the date which is
not more than 60 days after the date of receipt of such request
from the Borrower; provided that the Termination Date shall not
be extended with respect to any of the Banks (regardless of
whether any relevant Bank has delivered a favorable extension
notice) unless the Required Banks have delivered favorable
extension notices and are willing to extend the Termination Date
and either (i) the remaining Banks shall on the original
Termination Date (prior to its extension hereunder) purchase
ratable assignments (without any obligations so to do) from each
Bank (a "Terminating Bank") that has not elected to extend the
Termination Date (in the form of an Assignment and Acceptance) in
accordance with their respective percentage of the remaining
aggregate amount of the Commitments; provided that such remaining
Banks shall be provided such opportunity (which opportunity shall
allow such Banks at least five Domestic Business Days in which to
make a decision) prior to the Borrower finding another bank
pursuant to the immediately succeeding clause (ii); and provided,
further, that should any of the remaining Banks elect not to
purchase such an assignment, then such other remaining Banks
shall be entitled to purchase an assignment on the original
Termination Date (prior to its extension hereunder) from any
Terminating Bank which includes the ratable interest that was
otherwise available to such non-purchasing remaining Bank or
Banks, as the case may be;  (ii) the Borrower shall find another
bank, acceptable to the Agent, willing to accept an assignment on
the original Termination Date (prior to its extension hereunder)
from such Terminating Bank (in the form of an Assignment and
Acceptance); or (iii) the Borrower shall terminate the
Commitments of all such Terminating Banks whose Commitments are
not assigned pursuant to clause (i) or (ii) above.

2.2.	Section 5.21 of the Credit Agreement is hereby amended, effective
on and after October 18, 2001, as follows:
(a)	Paragraph (b) of Section 5.21 is hereby amended and restated in
its entirety, effective on and after October 18, 2001, to read as
follows:
(b)	Neither the Borrower nor any Subsidiary will create,
assume or suffer to exist any Lien on the capital stock of any
Foreign Significant Subsidiary, except (i) Liens permitted by
clause (f), (g) (but only to the extent the refinancing,
extension, renewal or refunding referred to in such clause (g) is
of Debt described in clause (f) of Section 5.09), (h) or (i) of
Section 5.09, and (ii) Liens securing any judgment, to the extent
such judgment does not constitute an Event of Default under
Section 6.01(l).
(b)	Paragraph (c) of Section 5.21 is hereby amended and restated in
its entirety, effective on and after October 18, 2001 to read as
follows:
(c)	Once any Subsidiary becomes a Domestic Significant
Subsidiary and therefore becomes a party to the Guaranty
Agreement in accordance with Section 5.21(a), such Subsidiary
thereafter shall remain a party to the Guaranty Agreement,
without regard to the amount of its Total Assets on any day or
Operating Profits or gross revenues for any period.
2.3.	Section 9.05(b) of the Credit Agreement is hereby deleted and the
"(a)" immediately preceding the first sentence of Section 9.05 is
hereby deleted.
2.4.	All references in the Credit Agreement or any other Loan Document
(i) to Section 9.05(b) shall be disregarded and deemed to be of no
effect and (ii) to Section 9.05 (a) shall be deemed to be references to
Section 9.05.
2.5.  Effective on October 18, 2001, the Pledge Agreement shall be
terminated, and the Pledged Shares released from the pledge and Lien
created thereby.  After such release, all references in the Credit
Agreement or any other Loan Document to "Pledge Agreement," "Pledged
Shares," "Pledgor," and "Pledgor Subsidiary" shall be disregarded and
deemed to be of no effect.  The Pledged Shares so released shall be
promptly returned to the Borrower after such release.
SECTION 3.  Conditions to Effectiveness.  The effectiveness of
this Amendment is subject to the following conditions, unless the
Banks waive such conditions:
(a)	receipt by the Agent from each of the parties hereto of either
(i) a duly executed counterpart of this Amendment signed by such party
or (ii) a facsimile transmission stating that such party has duly
executed a counterpart of this Amendment and sent such counterpart to
the Agent;

(b)	the fact that the representations and warranties of the Borrower
contained in Section 5 of this Amendment shall be true in all material
respects on and as of the date hereof.

SECTION 4.  No Other Amendment.  Except for the amendments set forth
above, the text of the Credit Agreement shall remain unchanged and in
full force and effect.  This Amendment is not intended to effect, nor
shall it be construed as, a novation.  The Credit Agreement and this
Amendment shall be construed together as a single instrument and any
reference to the "Agreement" or any other defined term for the Credit
Agreement in the Credit Agreement, the Notes or any certificate,
instrument or other document delivered pursuant thereto shall mean the
Credit Agreement as amended hereby and as it may be amended,
supplemented or otherwise modified hereafter.

SECTION 5.  Representations and Warranties.  The Borrower hereby
represents and warrants in favor of the Agent and the Banks as follows:

(a)	Following the effectiveness of this Amendment,  no Default or
Event of Default under the Credit Agreement has occurred and is
continuing on the date hereof;

(b)	The Borrower has the corporate power and authority to enter into
this Amendment and to do all acts and things as are required or
contemplated hereunder to be done, observed and performed by it;

(c)	This Amendment has been duly authorized, validly executed and
delivered by one or more authorized officers of the Borrower and each
of this Amendment and the Credit Agreement as amended hereby
constitutes the legal, valid and binding obligation of the Borrower
enforceable against it in accordance with its terms;  provided, that
the enforceability of each of this Amendment and the Credit Agreement
as amended hereby is subject to general principles of equity and to
bankruptcy, insolvency and similar laws affecting the enforcement of
creditors' rights generally; and

(d)	The execution and delivery of this Amendment and the Borrower's
performance hereunder and under the Credit Agreement as amended hereby
do not and will not require the consent or approval of any regulatory
authority or governmental authority or agency having jurisdiction over
the Borrower other than those which have already been obtained or
given, nor be in contravention of or in conflict with the Articles of
Incorporation or Bylaws of the Borrower, or the provision of any
statute, or any judgment, order or indenture, instrument, agreement or
undertaking, to which the Borrower is a party or by which its assets or
properties are or may become bound.

SECTION 6.  Counterparts.  This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all
of which, taken together, shall constitute one and the same agreement.

SECTION 7.  Governing Law.  This Amendment shall be deemed to be made
pursuant to the laws of the State of Georgia with respect to agreements
made and to be performed wholly in the State of Georgia and shall be
construed, interpreted, performed and enforced in accordance therewith.

SECTION 8.	  Effective Date.    This Amendment shall become effective
as of the date first set forth above, upon receipt by the Agent from
each of the parties hereto of either a duly executed signature page
from a counterpart of this Amendment or a facsimile transmission of a
duly executed signature page from a counterpart of this Amendment,
signed by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal by their respective authorized officers as of
the day and year first above written.
BORROWER:

KEMET CORPORATION

By:  /S/ D. R. Cash_______[SEAL]
       	Title: Senior Vice President &
			Chief Financial Officer


WACHOVIA BANK, N.A. (successor by merger
to Wachovia Bank of Georgia, N.A. and
WachoviaBank of South Carolina, N.A. and
formerly known as Wachovia Bank of North
Carolina, N.A.),
as Agent and as a Bank


By: /S/ Christopher C. Fincher__ [SEAL]
Title: Senior Vice President



ABN AMRO BANK N.V. ATLANTA AGENCY,
as Co-Agent and Bank

By: /S/ Richard R. DaCosta [SEAL]
Title: Group Vice President

and

By: /S/ Lynn R. Schade  [SEAL]
Title: Vice President



SUNTRUST BANK, ATLANTA

By: /S/ Nathan Bickford[SEAL]
Title: Assistant Vice President

and

By: /S/ Charles J. Johnson[SEAL]
Title: Managing Director



FIRST UNION NATIONAL BANK   (formerly
known as First Union National Bank of
South Carolina)


By: /S/ Jeffery R. Stottler[SEAL]
Title: Vice President



BANK OF AMERICA, N.A.

By: /S/ Kevin McMahon[SEAL]
Title: Managing Director