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FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the
30th day of August, 1997, 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 (the "Credit Agreement").
The Borrower, the Agent and the Banks wish to 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. Amendment. Section 5.07 of the Credit Agreement is hereby amended
by deleting the "and" appearing at the end of clause (c)(ii) of such Section and
by adding at the end of such Section the following: ", and (e) Guarantees of
loans or advances to employees made in the ordinary course of business and
consistent with practices existing on the Closing Date, provided, that the
aggregate outstanding principal amount of loans or advances so Guaranteed plus
the aggregate principal amount of loans or advances outstanding under Section
5.06(i) does not exceed One Million ($1,000,000) at any time".
SECTION 3. No Other Amendment. Except for the amendment 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 4. Representation and Warranties. The Borrower hereby represents and
warrants in favor of the Agent and the Banks as follows:
(a) 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 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'
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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 to Borrower is a party or by which its assets or
properties are or may become bound.
SECTION 5. 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 6. 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 7. Effective Date. This Amendment shall become effective as of August
30, 1997, upon receipt by the Agent from each of the parties hereto of either a
duly executed signature page from a counterpart of the Amendment or a facsimile
transmission of a duly executed Default or Event of Default occurred or would
have occurred under the Credit Agreement because the amendment contained herein
were not yet incorporated in the Credit Agreement, such Defaults or Events of
Default are hereby waived as of August 30, 1997.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to by 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 -
Administration & Treasurer
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WACHOVIA BANK, N.A. (successor by merger
to Wachovia Bank of Georgia, N.A. and Wachovia
Bank of South Carolina, N.A. and formerly known
as Wachovia Bank of North Carolina, N.A.),
as Agent and as a Bank
By: /S/ Suzanne Morrison [SEAL]
Title: Assistant Vice President
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ABN AMRO BANK N.V. ATLANTA AGENCY, as
Co-Agent and Bank
By: /S/ Linda K. Davis [SEAL]
Title: Vice President
By: /S/ Steven L. Hipsman
Title: Vice President
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SUNTRUST BANK, ATLANTA
By: /S/ J.P. Owen [Seal]
Title: Banking Officer
By: /S/ Brian K. Peters [Seal]
Title: Vice President
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FIRST UNION NATIONAL BANK OF SOUTH CAROLINA
By: /S/ Frank R. Wrenn III [SEAL]
Title: Senior Vice President
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PNC BANK, NATIONAL ASSOCIATION
By: /S/ Rose M. Crump [SEAL]
Title: Vice President
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BANK OF AMERICAN NT & SA
By: /S/ Laurens F. Schaad, Jr. [SEAL]
Title: Vice President
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THE SAKURA BANK, LIMITED
By: /S/ Hiroyasu Imanishi [SEAL]
Title: Vice President & Senior Manager
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