Exhibit
10.6


 


LOAN
AGREEMENT


 


LOAN AGREEMENT, dated as of September 15, 2008, between
KEMET Electronics Corporation and Vishay Intertechnology, Inc.


 


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;


 


WHEREAS, in connection with the Asset Purchase Agreement,
Borrower has requested that Lender make available a term loan facility; and


 


WHEREAS, Lender is willing to make such term loan facility
available upon and subject to the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration of the premises and the
agreements set forth herein, the parties hereby agree as follows:


 


ARTICLE I:  DEFINITIONS


 


Section 1.1.  Defined
Terms.  As used in this Agreement,
the following terms have the meanings specified below:


 


“Account” has the meaning set forth in Section 9-102
of the UCC.


 


“Account Debtor” has the meaning set forth in Section 9-102
of the UCC.


 


“Affiliate” means, as to any Person, any other Person
that, directly or indirectly, controls, is controlled by or is under common
control with such Person or is a director or officer of such Person.  For purposes of this definition, the term “control”
(including the terms “controlling,” “controlled by” and “under common control
with”) of a Person means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting interests, by contract or otherwise


 


“Arcotronics” means Arcotronics America Inc., an
Oregon corporation and a wholly-owned Subsidiary of Parent.


 


“Asset Purchase Agreement” has the meaning set forth
in the recitals hereto.


 


“Borrower” means KEMET Electronics Corporation, a
Delaware corporation.


 


“Business Day” means a day other than a Saturday,
Sunday or any day on which commercial banks in New York, New York are
authorized or required by law to close; provided that, when used in
connection with the Loans when they are bearing interest based on LIBOR, the
term “Business Day” shall also exclude any day on which banks are not
open for dealings in Dollar deposits in the London interbank market.


 


“Closing Date” means the date on which the conditions
specified in Section 4.1 are satisfied.


 


“Collateral” has the meaning set forth in the Security
Agreement.


 

















 


“Collateral Account” means that certain deposit
account number 751672 maintained at Depositary Bank.


 


“Collateral
Certificate” means a certificate executed by any of the chief financial
officer, chief executive officer, treasurer, or any vice president of Borrower in the form attached hereto as Exhibit A;
provided that Borrower shall not be required to make any certifications
to Lender or deliver to Lender any other information or documents to the extent
that Borrower reasonably believes that making such certifications or the
disclosure of such information or documents to Lender is not consistent with,
or is likely to violate, applicable competition laws, provided  further,
that if Lender reasonably determines that making such certifications or the
disclosure of such information or documents is necessary for Borrower to comply
with Section 5.8, Lender and Borrower shall engage a third-party
administrator to perform collateral monitoring services, and Borrower shall be
required to deliver such information to the administrator who shall not share
such information with Lender.


 


“Commitment” means
$15,000,000; as such amount may be reduced from time to time pursuant to the
terms of this Agreement.


 


“Control Agreement” means the deposit account control
agreement to be entered into among Borrower, Lender and Depositary Bank with
respect to the Collateral Account in form and substance reasonably satisfactory
to Lender..


 


“Credit Documents” means this Agreement, the Security
Agreement, each Collateral Certificate and the Control Agreement.


 


“Default” means any event or condition which
constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default.


 


“Depositary Bank” shall mean Wachovia Bank, National
Association.


 


“Dollars” or “$” means the lawful money of the
United States of America.


 


“Domestic Receivables” means any sale represented by
an Account for which the address of the Account Debtor on the invoice
evidencing such Account is located inside the United States of America.


 


“Event of Default” has the meaning set forth in Article VI.


 


 “Facility Agreement”
means the Senior Facility Agreement with UniCredit Banca d’Impresa S.p.A. dated
as of October 12, 2007, as amended, restated or otherwise modified prior
to the date hereof.


 


“FEC” means The Forest Electric Company, an Illinois
corporation and wholly-owned Subsidiary of Parent.


 


“Foreign Receivables” means any sale represented by an
Account for which the address of the Account Debtor on the invoice evidencing
such Account is located outside the United States.


 


“GAAP” means generally accepted accounting principles
in the United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by
such other entity as may be 


 

















 


in general use by significant segments of the accounting
profession, that are applicable to the circumstances as of the date of
determination.


 


“Governing Documents” means, with respect to any
person, (a) the articles of incorporation or certificate of incorporation
(or equivalent organizational document) of such person, (b) the bylaws (or
equivalent governing document) of such person, and (c) any document
setting forth the manner of election and duties of the directors or managing
members of such Person (if any) and the designation, amount or relative rights,
limitations and preferences of any class or series of such Person’s stock.


 


“Governmental Authority” means the government of the
United States of America, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.


 


“Indebtedness” of any Person means, without
duplication, (a) all obligations of such Person for borrowed money or with
respect to loans or advances of any kind, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (d) all
obligations of such Person in respect of the deferred purchase price of
property or services, (e) all Indebtedness of others secured by any Lien
on property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed (provided that the amount of any
Indebtedness under this clause (e) secured by any Lien on any particular
property shall be limited to the lesser of the fair market value of such
property and the amount of all Indebtedness of others secured by Liens on such
property), (f) all guarantees by such Person of Indebtedness of others (provided
that the amount of any Indebtedness under this clause (f) subject to any
particular guarantee shall be limited to the lesser of such person’s maximum
liability under any such guarantee and the amount of Indebtedness of others
guaranteed by such guarantee), (g) obligations that are required to be
classified and accounted for as capital leases on a balance sheet of such
Person under generally accepted accounting principles in the United States of
America, (h) all obligations, contingent or otherwise, of such Person as
an account party in respect of letters of credit and (i) all obligations,
contingent or otherwise, of such Person in respect of bankers’
acceptances.  The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of such Person’s ownership interest in or
other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.  The Indebtedness of any Person shall not
include current accounts payable incurred in the ordinary course of business.


 


“Indenture” means that certain Indenture dated as of November 1,
2006, as amended, restated, supplemented or otherwise modified from time to
time in accordance with its terms, between Parent and Wilmington Trust Company,
a Delaware banking corporation, as trustee, as amended, restated or otherwise
modified prior to the date hereof.


 


“Interest Period” means, initially, the period
commencing on the Closing Date for the Loan and thereafter on the last day of
the immediately preceding Interest Period, as the case may be, and ending on
the numerically corresponding day (or, if there is no numerically corresponding
day, on the last day) in the calendar month that is 12 months thereafter; provided
that any Interest Period scheduled to end after the Maturity Date shall end on
the Maturity Date; provided  further that, with respect to any
Interest Period commencing within the one month period immediately preceding
the Maturity Date, such Interest Period shall have the duration selected by
Lender in its sole discretion; provided  further, that, with
respect 


 

















 


to any Interest Period commencing on or after the
Maturity Date, such Interest Period shall have a one month duration.


 


“Lender” means Vishay Intertechnology, Inc.


 


“LIBOR” means with respect to any Interest Period, the
rate as determined by Lender on the basis of the offered rates for deposits in
Dollars for a period coextensive with that Interest Period which appears on www.bba.org.uk
(or, if no longer available, such other industry standard website for
determining LIBOR), on the day that is two Business Days preceding the first
day of that Interest Period.


 


“Lien” means, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or
security interest in, on or of such asset, (b) the interest of a vendor or
a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities.


 


“Loan” has the meaning set forth in Section 2.1.


 


“Margin” means 4.0% per annum.


 


“Material Agreements” means (a) the Indenture, (b) the
Facility Agreement and (c) the Note Purchase Agreement.


 


“Maturity Date” means the earlier of (a) September 15,
2011 and (b) the date on which the Loans shall become due and payable in
accordance with the terms of this Agreement, whether by acceleration or
otherwise.


 


“Note Purchase Agreement” means that certain Note
Purchase Agreement dated as of May 1, 1998 between Parent and the Note
Purchasers party thereto from time to time, as amended, restated or otherwise
modified prior to the date hereof.


 


“Obligations” means any now existing or hereafter
arising obligations of Borrower to Lender, whether primary or secondary, direct
or indirect, absolute or contingent, joint or several, secured or unsecured,
due or not, liquidated or unliquidated, arising by operation of law or
otherwise under any Credit Document whether for principal, interest, fees,
expenses or otherwise, together with all costs of collection or enforcement,
including, without limitation, reasonable attorneys’ fees incurred in any
collection efforts or in any action or proceeding.


 


“Parent” means KEMET Corporation, a Delaware
corporation.


 


“Person” means any natural person, corporation,
limited liability company, limited partnership, trust, joint venture,
association, company, partnership, Governmental Authority or other entity.


 


“Pledged Account” means each US Pledged Account and
each Foreign Receivable of the Borrower from time to time pledged to Lender.


 


“Security Agreement” means the Pledge and Security
Agreement, dated as of the date hereof, executed by Borrower in favor of
Lender.


 

















 


“Subsidiary” means, as to any Person, a corporation,
partnership, limited liability company or other entity of which shares of stock
or other ownership interests having ordinary voting power (other than stock or
such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person.  Unless otherwise qualified, all references to
a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of Borrower.


 


“Transactions” means
the execution, delivery, and performance by Borrower of the Credit Documents,
the borrowing and repayment of the Loans, the pledge, assignments or grant of
the security interests in the Collateral pursuant to the Credit Documents, the
payment of interest and fees thereunder and the use of the proceeds of the
Loans.


 


“UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New
York.


 


“US Pledged Account”
means each Domestic Receivable of the Borrower.


 


Section 1.2.  Terms
Generally.  The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words “include,” “includes,”
and “including” shall be deemed to be followed by the phrase “without
limitation.”  The word “will” shall be
construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document
herein shall be construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein,”
“hereof,” and “hereunder,” and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof, (d) all references herein to Articles, Sections, and Schedules
shall be construed to refer to Articles and Sections of, and Schedules to, this
Agreement and (e) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
general intangibles.


 


Section 1.3.  Specified
Times and Dates; Determinations.  All
times specified in this Agreement shall be determined, unless stated
specifically herein to the contrary, on the basis of the prevailing time in New
York City.  Unless stated specifically
herein to the contrary, if any day or date specified in this Agreement for any
notice, action or event is not a Business Day, then the due date for such
notice, action or event shall be extended to the immediately succeeding
Business Day; provided that interest shall accrue on any payments due by
Borrower which are extended by the operation of this Section 1.3.  Any determination by Lender hereunder shall,
in the absence of manifest error, be conclusive and binding.


 


ARTICLE II:  THE LOAN


 


Section 2.1.  Term Loan.  Subject to the terms and conditions and
relying upon the representations and warranties herein set forth, Lender hereby
agrees to lend to Borrower in a single draw on the Closing Date the total amount of the Commitment (the “Loan”).  Borrower shall repay the entire outstanding
principal balance of the Loan on the Maturity Date.  Amounts repaid shall not be re-borrowed.


 

















 


Section 2.2.  Interest.


 


(a)           Loans.  The Loan shall bear interest on the unpaid
principal amount thereof from the Closing Date until payment in full
thereof.  Interest shall be payable (i) monthly,
on the first Business Day of each month, (ii) on the date of each
prepayment (on the principal amount prepaid), and (iii) on the Maturity
Date.


 


(b)           Interest Rate.  The interest rate for the Loan shall be equal
to LIBOR for such Interest Period plus the Margin.


 


(c)           Default Interest.  After the occurrence and during the
continuance of an Event of Default, to the extent permitted by applicable law,
Borrower shall pay on demand, on the principal amount of the outstanding Loans,
the otherwise applicable interest rate plus 2% per annum.


 


(d)           Maximum Interest
Rate.  Notwithstanding anything in
any Credit Document to the contrary, in no event shall the interest charged
under any Credit Document exceed the maximum rate of interest permitted under
applicable law.  Any payment made which
if treated as interest would cause the interest charged to exceed the maximum rate
permitted shall instead be held by Lender to the extent of such excess as
additional Collateral hereunder and applied to future interest payments as and
when such amount becomes due and payable hereunder.


 


(e)           Calculations.  Interest shall be calculated on the basis of
a year of 360 days for the actual days elapsed. 
Interest is calculated based on LIBOR for the applicable Interest Period
but shall be payable on the first Business Day of each month.  Each determination by Lender of a rate of
interest hereunder shall be conclusive and binding for all purposes, absent
manifest error.


 


Section 2.3.  Optional Prepayment of Loans.  Borrower shall have the right on not less
than four Business Days prior written notice to Lender to prepay the Loan at
any time in whole or in part; provided that such any prepayment shall be
in a minimum amount of not less than the lesser of (i) $150,000 or (ii) the
aggregate amount outstanding with respect to the Obligations at such time.


 


Section 2.4.  Payments.  All payments by Borrower shall be payable on
the due date thereof, in immediately available funds in Dollars, without any
setoff, counterclaim, withholding or deduction of any kind.  All payments shall be applied by Lender as
follows:  first, to the payment of all
accrued but unpaid fees, costs or expenses under the Credit Documents; second,
to the payment of all accrued but unpaid interest under the Credit Documents;
third, to the repayment of then outstanding principal amount of the Loan; and
fourth, the balance, if any, to Borrower.


 


Section 2.5.  Obligations
Secured.  The Obligations of Borrower
under the Credit Documents shall be secured as more fully described in the
Security Agreement.


 


Section 2.6.  Taxes.  (a) Any and all payments made by
Borrower hereunder shall be made free and clear of and without deduction for
any present or future taxes, levies, imposts, deductions, charges, or
withholdings, and all liabilities with respect thereto to the extent
attributable to the Loans or the Collateral, excluding (i) taxes imposed
on net income and (ii) all income and franchise taxes of the United States
of America, any political subdivisions thereof, and any state of the United
States of America, and any political subdivisions thereof (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as “Taxes”).  (b) If Borrower shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder, (i) the
sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.6) Lender shall receive an amount equal to the 


 

















 


sum
it would have received had no such deductions been made, (ii) Borrower
shall make such deductions and (iii) Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance
with applicable law.  (c) Borrower
shall pay and hereby indemnifies Lender from any documentary stamp Taxes in
connection with the execution or delivery of any Credit Document.  Within 30 days after the date of any payment
of Taxes, Borrower will furnish Lender with evidence of payment thereof.  Borrower hereby indemnifies Lender for the
full amount of Taxes (including, without limitation, any Taxes imposed by any
jurisdiction on amounts payable under this Section) paid by Lender and any
liability (including penalties, interest and expenses) arising therefrom or
with respect thereto, whether or not such Taxes were correctly or legally
asserted.  Payment pursuant to this
indemnification obligation shall be made upon written demand therefor.  The obligations of Borrower under this Section 2.6
shall survive the termination of this Agreement.


 


ARTICLE III:  REPRESENTATIONS AND
WARRANTIES


 


Borrower represents and warrants to Lender on the date of the
making of the Loan that:


 


Section 3.1.  Organization
and Authorization.  (a) Borrower
is duly organized or formed, validly existing and in good standing (if and to
the extent applicable) under the laws of the jurisdiction of its organization
or formation, has all requisite power and authority to carry on its business as
now conducted and (b) the Transactions are within the powers of Borrower
and have been duly authorized by all necessary action for Borrower.


 


Section 3.2.  Enforceability.  Each Credit Document to which it is a party
has been duly executed and delivered by Borrower and constitutes its legal,
valid and binding obligation, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law;


 


Section 3.3.  No
Consents, No Conflicts.  The
Transactions (a) will not violate any applicable law or regulation or the
charter, by-laws, trust agreement or other organizational documents of any
Borrower or any order of any Governmental Authority binding on any Borrower, (b) will
not violate or result in a default under any indenture, agreement or other
instrument binding upon any Borrower, including, without limitation, any
Material Agreement, or any of its assets, or give rise to a right thereunder to
require any payment to be made by any Borrower, and (c) will not result in
the creation or imposition of any Lien on any asset of any Borrower other than
pursuant to the Credit Documents.


 


Section 3.4.  Domestic
Receivables.  As of the date hereof,
neither Parent nor any Subsidiary of Parent (other than Borrower, Arcotronics
and FEC) generates Domestic Receivables.


 


Section 3.5.  No Default.  No Default has occurred and is continuing.


 


Section 3.6.  Investment
Company Status.  Borrower is not an “investment
company” as defined in, or subject to regulation under, the Investment Company
Act of 1940.


 


Section 3.7.  Security
Interests; Certain Information. 
Lender has a valid and perfected first priority Lien on all of the
Collateral and all filings and other actions necessary for the perfection and
first priority status of such Liens have been duly made or taken and remain in
full force and effect.


 


Section 3.8.  Indebtedness
Agreements.  As of the Closing Date,
Borrower is not party to any agreements for borrowed money in an aggregate
principal amount in excess of $5,000,000 other than the Material Agreements.


 
















 


Section 3.9.  Disclosures.  All material information provided in each
Collateral Certificate and on Schedule I to the Security Agreement is true,
correct and complete in all material respects and does not contain any material
misstatement or omit to state a material fact.


 


ARTICLE IV: 
CONDITIONS


 


Section 4.1. 
Closing Date.  The
obligations of Lender to make the Loan to Borrower hereunder shall not become
effective until each of the following conditions is satisfied:


 


(a)           Lender shall have received the following documents:


 


(i)            a
counterpart of this Agreement executed by Borrower;


 


(ii)           the
Security Agreement executed by Borrower; and


 


(iii)          a
certificate of a responsible officer of Borrower certifying as to (A) its
Governing Documents as in existence on the Closing Date, (B) the
resolution of Borrower’s board of directors approving and authorizing the
execution, delivery and performance of this Agreement and the Credit Documents,
and (C) the names and true signatures of each officer of Borrower that has
been authorized to execute any document required hereunder.


 


(b)           Lender shall have received a duly executed Collateral Certificate.


 


(c)           Lender shall have received Lien searches against Borrower indicating
that there are no Liens against the Collateral.


 


(d)           Lender shall have received an opinion of
counsel to Borrower in form and substance reasonably satisfactory to Lender
addressing such matters as Lender shall reasonably request (including a “no
conflict” opinion in form to be agreed).


 


(e)           The representations and warranties set forth in Article III hereof
and in any documents delivered herewith, shall be true and correct as of the
date of the making of the Loan, except to the extent they expressly refer to an
earlier date, in which case they shall have been true and correct as of such
earlier date.


 


(f)            Lender
shall be satisfied that all necessary consents and approvals with respect to
the Transactions shall have been obtained and shall be satisfactory to Lender.


 


ARTICLE V: 
COVENANTS


 


Until the principal of and interest on the Loan and all fees
and other Obligations (other than unasserted contingent indemnification
obligations, including those arising under Section 2.6) payable by
Borrower under the Credit Documents shall have been paid in full, Borrower covenants
and agrees with Lender that:


 


Section 5.1. 
Collateral Certificate.  On the fourth Business Day of each month, Borrower
shall deliver to Lender a duly executed Collateral Certificate.


 


Section 5.2. 
Notices.  Borrower will
furnish to Lender prompt written notice of the occurrence of any
Default.  Each notice delivered under
this Section shall be accompanied by a statement 


 

















 


of Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto.


 


Section 5.3. 
Books and Records. 
Borrower will keep proper books of record and account in which full,
true and correct entries, in all material respects, are made of all dealings
and transactions in relation to the Collateral.


 


Section 5.4. 
Existence. Borrower will do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business.


 


Section 5.5. 
Use of Proceeds.  The
proceeds of the Loan and the sale of the Business pursuant to the Asset
Purchase Agreement shall be used by Borrower to repay in full any existing
Indebtedness under the Note Purchase Agreement. 
No part of the proceeds of the Loan will be used directly or indirectly
for the purpose of purchasing or carrying margin stock within the meaning of
Regulations T, U, or X of the Federal Reserve Board.


 


Section 5.6. 
Liens.  Borrower shall not
permit any Liens to exist on the Collateral except Liens created pursuant to
the Credit Documents.


 


Section 5.7. 
Domestic Receivables.  If,
at any time after the date hereof, any Domestic Receivables are to be generated
by Parent or any Subsidiary of Parent (other than Borrower, Arcotronics and
FEC), then Parent and Borrower shall make prior arrangements with Lender to
ensure that any and all such Domestic Receivables are pledged to Lender on
terms and conditions substantially similar to those in the Security Agreement; provided
that (a) Arcotronics shall only generate Domestic Receivables in
connection with its existing customers and existing products in the film and
electrolytic capacitors business consistent with its past practices and (b) FEC
shall only generate Domestic Receivables in connection with its existing
magnetics business.


 


Section 5.8. 
Foreign Receivables. 
Beginning no later than 90 days after the Closing Date, Borrower shall
pledge, or cause to be pledged, Foreign Receivables to Lender pursuant to
security documents reasonably acceptable to Lender (it being understood that
Borrower shall use its commercially reasonable best efforts to provide Lender
with such pledge on terms and conditions as similar to the terms and conditions
of the Security Agreement as possible under the circumstances) having a value for GAAP purposes (net of any allowances for
doubtful accounts) at all times of not less than $13,000,000.  For the avoidance of doubt, Foreign
Receivables pledged to Lender  pursuant
to this Section shall not be subject to any Liens except Liens in favor of
Lender.


 


Section 5.9. 
Further Assurances. 
Borrower shall upon request by Lender (a) promptly correct any
material defect or error that may be discovered in any Credit Document or in
the execution, acknowledgement or recordation thereof and (b) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, conveyances, security
agreements, pledge agreements, mortgages, deeds of trust, trust deeds, assignments,
estoppel certificates, financing statements and continuation thereof,
termination statements, notices of assignment, transfers, certificates,
assurances and other instruments as Lender may reasonably require from time to
time in order to (i) subject to the Liens and security interests created
by any of the Credit Documents any of Borrower’s properties, rights or
interests covered or now or hereafter intended to be covered by any of the
Credit Documents, (ii) perfect and maintain the validity, effectiveness
and priority of any of the Credit Documents and the Liens and security
interests intended to be created thereby and (iii) better assure, convey,
grant, assign, transfer, preserve, protect and confirm unto Lender the rights
granted or now or hereafter intended to be granted to Lender under any Credit
Document.  Lender shall upon request by 


 

















 


Borrower promptly correct any material defect or error that may be
discovered in any Credit Document or in the execution, acknowledgement or
recordation thereof.


 


Section 5.10. 
 No Information to Lender.  At
no time will Borrower be required to share any information about Borrower or
the Collateral with Lender other than as expressly required in the Credit
Documents, nor will Lender have any right to request any such information from
Borrower.  In addition, Borrower shall
not be required to make any certifications to Lender or deliver to Lender any
other information or documents to the extent that Borrower reasonably believes
that making such certifications or the disclosure of such information or
documents to Lender is not consistent with, or is likely to violate, applicable
competition laws, provided, that if Lender reasonably determines that
making such certifications or the disclosure of such information or documents
is necessary for Borrower to comply with any Credit Document, Lender and
Borrower shall engage a third-party administrator to perform collateral
monitoring services, and Borrower shall be required to deliver such information
to the administrator who shall not share such information with Lender.


 


Section 5.11. 
Post-Closing. 
Within 3 days from the Closing Date, Borrower (i) shall
enter into, and cause the Depositary Bank to enter into, the Control Agreement
and (ii) shall cause special legal counsel to Borrower to provide a legal
opinion to Lender in form and substance reasonably satisfactory to Lender as to
the perfection of Lender’s security interest in the Collateral Account.


 


ARTICLE VI:  EVENTS OF DEFAULT


 


Section 6.1. 
If any of the following events (“Events of Default”) shall occur:


 


(a)           Borrower shall fail
to pay any principal of the Loan when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise;


 


(b)           Borrower shall fail
to pay any interest on the Loan, on any fee under any of the Credit Documents,
or on any other Obligation (other than the one referred to in clause (a) above)
and such non-payment shall continue for a period of five (5) Business Days
after the due date thereof;


 


(c)           Borrower shall fail
to pay any fee or any other amount (other than an amount referred to in clause (a) or
(b) of this Section 6.1) payable under any Credit Document, when and
as the same shall become due and payable, and such failure shall continue
unremedied for a period of thirty (30) days after the receipt of written notice
of the date on which the same shall become due and payable (it being understood
that invoices by Lender to Borrower shall constitute such written notice);


 


(d)           any representation
or warranty made or deemed made by or on behalf of Borrower in connection with
any Credit Document or any amendment or modification thereof, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with any Credit Document or any amendment or modification hereof
shall prove to have been incorrect in any material respect when made or deemed
made and shall continue to be incorrect for a period of ten (10) Business
Days thereafter;


 


(e)           Borrower shall fail to observe or
perform any covenant, condition or agreement contained in Section 5.11 or Section 3(b)(i)(A) of
the Security Agreement;


 


(f)            Borrower shall fail
to observe or perform (i) any covenant, condition or agreement contained
in Section 5.1 or 5.7 or Sections (b)(i)(B) and 3(b)(ii) of the
Security Agreement and such failure shall continue unremedied for a period of
five (5) Business Days or (ii) any covenant, 


 

















 


condition
or agreement contained in Sections 5.6 or 5.8 or Sections 3(c) or 3(d) of
the Security Agreement and such failure shall continue unremedied for a period
of ten (10) Business Days or (iii) any other covenant, condition or
agreement contained in any Credit Document and such failure shall continue
unremedied for a period of thirty (30) days after notice thereof from Lender to
Borrower;


 


(g)           an involuntary
proceeding shall be commenced or an involuntary petition (other than by Lender)
shall be filed seeking (i) liquidation, reorganization or other relief in
respect of Borrower or any Subsidiary or its debts, or of a substantial part of
their assets, under any federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for Borrower or any Subsidiary or for a substantial part of
its assets, and, in any such case, such proceeding or petition shall continue
undismissed for forty-five (45) days or an order or decree approving or ordering
any of the foregoing shall be entered;


 


(h)           Borrower or any
Subsidiary shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization or other relief under any federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition
described in clause (g) of this Section 6.1, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Borrower or any Subsidiary or for a
substantial part of their assets, (iv) file an answer admitting the
material allegations of a petition filed against them in any such proceeding, (v) make
a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing; or


 


(i)            any material
provision of any Credit Document shall, for any reason, cease to be valid and binding
on Borrower, or Borrower shall so state in writing; or any Credit Document
shall, for any reason, cease to create a valid Lien on any of the Collateral
purported to be covered thereby or any Lien granted to Lender shall cease to be
a perfected first priority Lien, or Borrower shall so state in writing;


 


then,
and in every such event (other than an event with respect to Borrower described
in clause (g) or (h) of this Section 6.1), and at any time
thereafter during the continuance of such event, Lender may by notice to
Borrower declare the Loans then outstanding to be due and payable in whole (or
in part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other Obligations of Borrower accrued hereunder, shall become
due and payable immediately, without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by Borrower; and in case of
any event with respect to Borrower described in clause (g) or (h) of
this Section 6.1, the principal of the Loans then outstanding, together
with accrued interest thereon and all fees and other Obligations of Borrower
accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by Borrower.  In addition,
Lender may exercise any remedies provided for by the Credit Documents in
accordance with the terms thereof or any other remedies provided by applicable
law.


 


ARTICLE VII:  MISCELLANEOUS


 


Section 7.1. 
Notices.  All notices and
other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by U.S. mail or sent by telecopy
(with confirmed receipt or followed by overnight delivery) to the addresses (or
telecopy numbers) set forth on the signature pages hereof.  Any party hereto may change its address or
telecopy number for notices and other communications hereunder by notice to the
other parties hereto.  All notices 


 

















 


and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt or, if mailed, the fifth
Business Day following the date so mailed, if earlier.  Telecopied notices shall be deemed to have
been given on the day of receipt if received on a Business Day before 11:00 am
(New York time), and otherwise, on the succeeding Business Day.


 


Section 7.2. 
Amendment and Waiver.  No
alteration, modification, amendment or waiver of any terms and conditions of
any of the Credit Documents shall be effective or enforceable against Lender
unless set forth in a writing signed by Lender. 
Without limiting the generality of the foregoing, the making of each
Loan shall not be construed as a waiver of any Default, regardless of whether
Lender may have had notice or knowledge of such Default at the time.


 


Section 7.3. 
Non-Recourse Obligations. 
The Credit Documents shall be non-recourse to Borrower; except that they
will be full recourse to Borrower if any of the following events occur: (a) the
Borrower commits intentional fraud (including, without limitation, any
intentional action by Borrower or any Affiliate of Borrower designed to
circumvent the collateral support for this Loan in any material respect) or
makes an intentional material misrepresentation in any Credit Document,
including any Collateral Certificate; (b) the occurrence of any event
described in Section 6.1(g) or (h); (c) Borrower fails to
comply with Section 5.11; or (d) the Obligations (other than
unasserted contingent indemnification obligations, including those arising
under Section 2.6) are not paid in full on or before September     ,
2011; provided, however, that upon the occurrence of such an event the Credit
Documents will be full recourse only to the extent of the deficiency created
because of the Collateral’s failure to cover the Obligations then due and
owing.  For the avoidance of doubt, if
after exercise of remedies against the Collateral there exists any deficiency
in the amount owing to Lender under the Credit Documents, such deficiency shall
not be discharged but shall be recoverable against Borrower on a fully recourse
basis from and after the date the Credit Documents become recourse against
Borrower under this Section 7.3.


 


Section 7.4. 
Expenses.  Borrower and
Lender hereby agree that each party shall pay its own expenses in connection
with entering into this Agreement (including legal expenses), provided
that Borrower shall not be responsible for any expenses in connection with any
legal opinion provided in connection with the pledge of Foreign Receivables in Section 5.8.


 


Section 7.5. 
Successors and Assigns. 
The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that Borrower may not assign or otherwise transfer any of its rights or
Obligations hereunder without the prior written consent of Lender and any
attempted assignment or transfer by Borrower in contravention of the foregoing
shall be null and void and Lender may not assign or otherwise transfer any of
its rights or obligations hereunder other than an assignment or transfer to a
wholly-owned Subsdiary of Lender (it being understood that if an assignment is
made by Lender to a wholly-owned Subsidiary of Lender, and thereafter Lender
fails to own 100% of the equity interests of such Subsidiary, then such failure
shall constitute an assignment to Lender for purposes of this Section 7.5)
without the prior written consent of Borrower and any attempted assignment or
transfer by Lender in contravention of the foregoing shall be null and void.


 


Section 7.6. 
Survival.  All covenants,
agreements, representations and warranties made by Borrower in any Credit
Document and in the certificates or other instruments delivered in connection
with or pursuant to any Credit Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery
of each Credit Document and the making of the Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at 


 

















 


the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on the
Loans or any fee or any other amount payable under any Credit Document is
outstanding and unpaid.


 


Section 7.7. 
Severability.  Any
provision of any Credit Document 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 effecting the
validity, legality and enforceability of the remaining provisions thereof; and
the invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.


 


Section 7.8. 
Governing Law; Jurisdiction; Consent to Service of Process.


 


(a)           This Agreement shall
be governed by and construed in accordance with the laws of the State of New
York.


 


(b)           BORROWER HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE
STATE OF NEW YORK IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND
RELATED TO OR IN CONNECTION WITH THIS LOAN AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND CONSENTS TO THE PLACING OF VENUE IN NEW YORK COUNTY OR
OTHER COUNTY PERMITTED BY LAW.  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY WAIVES AND AGREES NOT TO
ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR
PROCEEDING ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
SUCH COURTS, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER, OR THAT
ANY CREDIT DOCUMENT OR INSTRUMENT REFERRED TO HEREIN MAY NOT BE LITIGATED
IN OR BY SUCH COURTS.  TO THE EXTENT
PERMITTED BY APPLICABLE LAW, BORROWER AGREES NOT TO SEEK AND HEREBY WAIVES THE
RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY SUCH COURT BY ANY COURT OF ANY OTHER
NATION OR JURISDICTION WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF
SUCH JUDGMENT.  EXCEPT AS PROHIBITED BY
LAW, BORROWER HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH ANY CREDIT DOCUMENT.


 


(c)           Each party to this
Agreement irrevocably consents to service of process in the manner provided for
notices in Section 7.1.  Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.


 


Section 7.9. 
Headings.  Article and
Section headings used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.


 


Section 7.10.  
Counterparts.  This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a
signature page of this Agreement or of any other Credit Document by
facsimile or electronic transmission shall be effective as delivery of a
manually executed counterpart of this Agreement or of such other Credit
Document.


 

















 


Section 7.11. 
No Reliance.  Borrower
acknowledges that it is making its own independent decision to enter into the
transactions under the Credit Documents and has determined that such
transactions are appropriate and proper based upon its own judgment and upon
advice from such advisers as it has deemed necessary.  Borrower acknowledges that it is not relying
on any communication (written or oral) from Lender as investment or tax advice
or as a recommendation to enter into such transactions and specifically agrees
and acknowledges that any information and explanation relating to the terms and
conditions of such transactions shall not be considered investment or tax
advice or a recommendation from Lender to enter into such transactions.  No communication (written or oral) from
Lender regarding such transactions shall be deemed to be an assurance or
guarantee as to the expected results, benefits, outcomes or characteristics
(economic, tax or otherwise) of such transactions.  Borrower acknowledges that it is capable of
assessing the merits of and understands (on its own behalf or through
independent professional advice), and accepts, the terms, conditions and risks
of such transactions and that it is also capable of assuming and assumes the
risks of such transactions.  Borrower
acknowledges that Lender is not acting as a fiduciary or an adviser to Borrower
in respect of such transactions.


 


Remainder
of Page Intentionally Left Blank


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
  KEMET ELECTRONICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ PER-OLOF LOOF

  
	
   

  	
   

  	
  Name: Per-Olof Loof

  
	
   

  	
   

  	
  Title:   CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  	
   

  
	
   

  	
  KEMET
  Electronics Corporation

  
	
   

  	
  c/o KEMET Corporation

  
	
   

  	
  R. James (“Jamie”) Assaf

  
	
   

  	
  Vice President, General Counsel

  
	
   

  	
  Phone: 954-766-2817

  
	
   

  	
  Fax: 954-766-2805

  
	
   

  	
  www.kemet.com| JamieAssaf@kemet.com

  
	
   

  	
  101 NE 3rd Ave., Suite 1700, Fort
  Lauderdale, 

  
	
   

  	
  FL 33301 USA

  



 

















 


	
   

  	
  LENDER:

  
	
   

  	
   

  	
   

  
	
   

  	
  VISHAY INTERTECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
    /s/ STEVEN KLAUSNER

  
	
   

  	
  Name: Steven Klausner

  
	
   

  	
  Title:   Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  Notice Address:

  
	
   

  	
   

  	
   

  
	
   

  	
  Avner
  Z. Lahat

  
	
   

  	
  Director
  of Legal Services

  
	
   

  	
  Vishay
  Intertechnology, Inc.

  
	
   

  	
  63
  Lancaster Avenue

  
	
   

  	
  Malvern,
  PA 19355-2143

  
	
   

  	
  Phone:
  (610) 251-5286

  
	
   

  	
  eFax:
  (484) 631-0831