Exhibit
4.1


 


	
   

  	
  STATE
  OF DELAWARE

  
	
   

  	
  SECRETARY
  OF STATE

  
	
   

  	
  DIVISION
  OF CORPORATIONS

  
	
   

  	
  FILED
  02:00 PM 10/22/1992

  
	
   

  	
  752296055
  – 2235479

  



 


CERTIFICATE
OF RESTATED CERTIFICATE OF INCORPORATION


 


OF


 


KEMET
CORPORATION


 


David E. Maguire and Glenn H. Spears, being the duly
elected President and Secretary, respectively, of KEMET Corporation, a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “Corporation”), do hereby certify
as follows:


 


1.             That the Corporation filed its original Certificate of Incorporation with
the Delaware Secretary of State on July 9, 1990 (the “Certificate”), under
the name of Kemet Holdings, Inc.


 


2.             That the Board of Directors of the Corporation, pursuant to unanimous
written consent, adopted resolutions authorizing the Corporation to amend,
integrate and restate the Corporation’s Certificate in its entirety to read as
set forth in Exhibit A attached hereto and made a part hereof (the
“Restated Certificate”).


 


3.             That the stockholders entitled to vote thereon, pursuant to unanimous
written consent, approved and adopted the Restated Certificate in accordance
with Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware.


 


IN
WITNESS WHEREOF, the undersigned, being the President and Secretary hereinabove
named, for the purpose of amending and restating the Certificate of Incorporation
of the Corporation pursuant to the General Corporation Law of the State of
Delaware, under penalties of perjury do each hereby declare and certify that
this is the act and deed of the Corporation and the facts stated herein are
true, and accordingly have hereunto signed this Certificate of Restated
Certificate of Incorporation this 21  day
of October, 1992.


 


	
   

  	
  By:

  	
  /s/ David E. Maguire

  
	
   

  	
   

  	
  David E. Maguire,
  President

  



 


 


ATTEST:


 


 


	
  By:

  	
  /s/ Glenn H. Spears

  	
   

  
	
   

  	
  Glenn H. Spears, Secretary

  	
   

  



 

















 


Exhibit A


 


RESTATED


 


CERTIFICATE OF INCORPORATION


 


OF


 


KEMET
CORPORATION


 


ARTICLE ONE


 


The name of the Corporation is KEMET Corporation.


 


ARTICLE TWO


 


The
address of the Corporation’s registered office in the State of Delaware is 32
Loockerman Square, Suite L-100, in the City of Dover, County of Kent
19901. The name of the Corporation’s registered agent at such address is The
Prentice-Hall Corporation System, Inc.


 


ARTICLE THREE


 


The
nature of the business or purposes to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware either alone or with others
through wholly or partially owned subsidiaries, as a partner (limited or
general) in any partnership, as a joint venturer in any joint venture, or
otherwise.


 


ARTICLE FOUR


 


SECTION 1.   The
aggregate number of shares of stock which the Corporation has authority to
issue is 65,500,000, consisting of 10,000,000 shares of Series Preferred
Stock, par value $.10 per share (the “Series Preferred Stock”), 50,000,000
shares of Common Stock, par value $.01 per share (the “Common Stock”) and
5,500,000 shares of Non-Voting Common Stock, par value $.01 per share (the “Non-Voting
Common Stock”). The Common Stock and the Non-Voting Common Stock are
collectively referred to herein as the “Common Securities.” All of such shares
shall be issued as fully paid and non-assessable shares, and the holder thereof
shall not be liable for any further payments in respect thereof.


 

















 


SECTION
2.   The preferences,
limitations, designations and relative rights of the shares of each class and
the qualifications, limitations or restrictions thereof shall be as follows:


 


A.            Series Preferred Stock.


 


1.             Authorization: Series; Provisions.


 


(a)           The Board of Directors of
the Corporation is authorized, subject to limitations prescribed by law and the
provisions of this Article Four, to provide for the issuance of shares of
the Series Preferred Stock in series, and
by filing a certificate pursuant to the General Corporation Law of the State of
Delaware, to establish from time to time the number of shares to be included in
each such series and to fix the designations, powers, preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof.


 


(b)           The Series Preferred
Stock may be issued from time to time in one or more series, the shares of each
series to have such powers, designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as are stated and expressed herein or in a
resolution or resolutions providing for the issuance of such series, adopted by
the Board of Directors as hereinafter provided.


 


(c)           Authority is hereby
expressly granted to the Board of Directors, subject to the provisions of this
Section 2, to authorize the issuance of one or more series of Series Preferred
Stock, and with respect to each such series to fix by resolution or resolutions
providing for the issuance of such series:


 


(i)            the maximum number of
shares to constitute such series and the distinctive designation thereof;


 


(ii)           whether the shares of such
series shall have voting rights, in addition to any voting rights provided by
law, and, if so, the terms of such voting rights;


 


(iii)          the dividend rate, if any,
on the shares of such series, the conditions and dates upon which such dividends
shall be payable, the preference or relation which such dividends shall bear to
the dividends payable on any other class or classes or on any other series of
capital stock, and whether such dividends shall be cumulative or noncumulative;


 


(iv)          whether the shares of such
series shall be subject to redemption by the Corporation and, if made subject
to redemption, the times, prices and other terms and conditions of such redemption;


 


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(v)           the rights of the holders
or shares of such series upon the liquidation, dissolution or winding up of the
Corporation;


 


(vi)          whether or not the shares
of such series shall be subject to the operation of a retirement or sinking
fund and, if so, the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption of the shares of
such series for retirement or to other corporate purposes and the terms and
provisions relative to the operation thereof;


 


(vii)         whether or not the shares
of such series shall be convertible into, or exchangeable for, shares of stock
of any other class or classes, or of any other series of the same class, and if
so convertible or exchangeable, the price or prices or the rate or rates of
conversion or exchange and the method, if any, of adjusting the same;


 


(viii)        the limitations and
restrictions, if any, to be effective while any shares of such series are
outstanding upon the payment of dividends or making of other distributions on,
and upon the purchase, redemption or other acquisition by the Corporation of, Common
Securities or any other class or classes of stock of the Corporation ranking
junior to the shares of such series either as to dividends or upon liquidation;


 


(ix)           the conditions or
restrictions, if any, upon the creation of indebtedness of the Corporation or
upon the issue of any additional stock (including additional shares of such
series or of any other series or of any other class) ranking on a parity with
or prior to the shares of such series as to dividends or distribution of assets
on liquidation, dissolution or winding up; and


 


(x)            any other preference and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof as shall not be inconsistent with this
Section 2.


 


2.             Series Identical; Rank.  All shares of any one series of
Series Preferred Stock shall be identical with each other in all respects,
except that shares of any one series issued at different times may differ as to
the dates from which dividends, if any, thereon shall be cumulative; and all
series shall rank equally and be identical in all respects, except as permitted
by the foregoing provisions of paragraph 1(c) hereof; and all shares of
Series Preferred Stock shall rank senior to the Common Securities both as
to dividends and upon liquidation.


 


3.             Liquidation.  In the event of any liquidation, dissolution
or winding up of the Corporation, before any payment or distribution of the
assets of the Corporation (whether capital or surplus) shall be made to or set
apart for the holders of any class or classes of stock of the Corporation
ranking junior to the Series


 


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Preferred
Stock upon liquidation, the holders of the shares of the Series Preferred
Stock shall be entitled to receive payment at the rate fixed herein or in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series, plus (if dividends on shares of such series of Series Preferred
Stock shall be cumulative) an amount equal to all dividends (whether or not
earned or declared) accumulated to the date of final distribution to such
holders; but they shall be entitled to no further payment. If, upon any
liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation or proceeds thereof, distributable among the holders of the shares
of the Series Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid, then such assets, or the proceeds thereof, shall
be distributed among such holders ratably in accordance with the respective
amounts which would be payable on such shares if all amounts payable thereon
were paid in full.


 


4.             Voting Rights.  Except as shall be otherwise stated and expressed
herein or in the resolution or resolutions of the Board of Directors providing
for the issue of any series and except as otherwise required by the laws of the
State of Delaware, the holders of shares of Series Preferred Stock shall
have, with respect to such shares, no right or power to vote on any question or
in any proceeding or to be represented at, or to receive notice of, any meeting
of stockholders.


 


5.             Reacquired Shares.  Shares of any Series Preferred Stock
which shall be issued and thereafter acquired by the corporation through
purchase, redemption, exchange, conversion or otherwise shall return to the
status of authorized but unissued Series Preferred Stock unless otherwise
provided in the resolution or resolutions of the Board of Directors.


 


6.             Increase/Decrease in Authorized Shares of a Series.  Unless otherwise provided in the
resolution or resolutions of the Board of Directors providing for the issuance
thereof, the number of authorized shares of stock of any such series may be
increased or decreased (but not below the number of shares thereof outstanding)
by resolution or resolutions of the Board of Directors. In case the number of
shares of any such series of Series Preferred Stock shall be decreased,
the shares representing such decrease shall, unless otherwise provided in the
resolution or resolutions of the Board of Directors providing for the issuance
thereof, resume the status of authorized but unissued Series Preferred Stock,
undesignated as to series.


 


B.            Common Securities.


 


Except as otherwise provided in this Section 2B
of Article Four or as otherwise required by applicable law, all shares of
Common Stock and Non-Voting Common Stock shall be identical in all respects and
shall entitle the holders thereof to the same


 


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rights
and privileges, subject to the same qualifications, limitations and
restrictions.


 


1.             Voting Rights.  Except as otherwise provided in this
Section 2B of Article Four or as otherwise required by applicable
law, holders of Common Stock shall be entitled to one vote per share on all matters
to be voted on by the stockholders of the Corporation, and the holders of
Non-Voting Common Stock shall have no right to vote on any matters to be voted
on by the stockholders of the Corporation; provided that the holders of
Non-Voting Common Stock shall have the right to vote as a separate class on any
merger or consolidation of the corporation with or into another entity or
entities, or any recapitalization or reorganization, in which shares of
Non-Voting Common Stock would receive or be exchanged for consideration
different on a per share basis from consideration received with respect to or
in exchange for the shares of Common Stock or would otherwise be treated
differently from shares of Common Stock in connection with such transaction,
except that shares of Non-Voting Common Stock may, without such a separate
class vote, receive or be exchanged for non-voting securities which are
otherwise identical on a per share basis in amount and form to the voting
securities received with respect to or exchanged for the Common Stock so long
as (i) such non-voting securities are convertible into such voting
securities on the same terms as the Non-Voting Common Stock is convertible into
Common Stock and (ii) all other consideration is equal on a per share
basis.


 


2.             Dividends.  Subject to the rights of each series of the
Series Preferred Stock, dividends may be declared and paid or set apart
for payment upon the Common Securities out of any assets or funds of the
Corporation legally available for the payment of dividends, and the holders of
Common Stock and Non-Voting Common Stock shall be entitled to participate in
such dividends ratably on a per share basis; provided that (i) if
dividends are declared which are payable in shares of Common Stock or
Non-Voting Common Stock, dividends shall be declared which are payable at the
same rate on both classes of Common Securities and the dividends payable in
shares of Common Stock shall be payable to holders of that class of stock and
the dividends payable in shares of Non-Voting Common Stock shall be payable to
holders of that class of stock and (ii) if the dividends consist of other
voting securities of the Corporation, the Corporation shall make available to
each holder of Non-Voting Common stock, at such holder’s request, dividends
consisting of non-voting securities of the Corporation which are otherwise
identical to the voting securities and which are convertible into or
exchangeable for such voting securities on the same terms as the Non-Voting
Common Stock is convertible into the Common Stock.


 


3.             Liquidation.  Upon  any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary,


 


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and
after the holders of the Series Preferred Stock of each series shall have
been paid in full the amounts to which they respectively shall be entitled in
accordance with Section 2A of Article Four, the terms of any
outstanding Series Preferred Stock and applicable law, or an amount
sufficient to pay the aggregate amount to which the holders of the
Series Preferred Stock of each series shall be entitled shall have been
deposited with a bank or trust company having capital, surplus and undivided
profits of at least Twenty-Five Million Dollars ($25,000,000) as a trust fund
for the benefit of the holders of such series Preferred Stock, the remaining
net assets of the Corporation shall be distributed pro rata to the holders of
the Common Securities, to the exclusion of the holders of such
Series Preferred Stock.


 


4.             Conversion.


 


4A.          Conversion of Non-Voting
Common Stock.


 


(i)            Upon the occurrence (or
the expected occurrence as described in (iii) below) of any Conversion Event,
each holder of Non-Voting Common Stock shall be entitled to convert into the same
number of shares of Common Stock any or all of the shares of such holder’s
Non-Voting Common Stock being (or expected to be) distributed, disposed of or
sold in connection with such Conversion Event, subject to the provision
contained in subparagraph (iv) of this Section 4A of
Article Four. Each holder of Non-Voting Common Stock shall also be
entitled at any time to convert into the same number of shares of Common Stock
any or all of the shares of such holder’s Non-Voting Common Stock pursuant to
the provisions of subparagraph (iv) of this Section 4A of
Article Four.


 


(ii)           For purposes of this
Section 4A of Article Four, a “Conversion Event” shall mean (a) any
public offering or public sale of securities of the Corporation (including a
public offering registered under the Securities Act of 1933 and a public sale
pursuant to Rule 144 of the Securities and Exchange Commission or any
similar rule then in force), (b) any sale of securities of the Corporation
to a person or group of persons (within the meaning of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”)) if, after such sale,
such person or group of persons in the aggregate would own or control
securities which possess in the aggregate the ordinary voting power to elect a
majority of the Corporation’s directors (provided that such sale has been
approved by the Corporation’s Board of Directors or a committee thereof), (c) any
sale of securities of the Corporation to a person or group of persons (within
the meaning of the Exchange Act) if, after such sale, such person or group of
persons in the aggregate would own or control securities of the Corporation
(excluding any Non-voting Common Stock being converted and disposed of in
connection with such Conversion Event) which possess in the aggregate the
ordinary voting power to elect a majority of the Corporation’s directors, (d) any
sale of securities of the Corporation to a person or group


 


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of
persons (within the meaning of the Exchange Act) if, after such sale, such
person or group of persons would not, in the aggregate, own, control or have
the right to acquire more than two percent (2%) of the outstanding securities
of any class of voting securities of the Corporation, and (e) a merger,
consolidation or similar transaction involving the Corporation if, after such
transaction, a person or group of persons (within the meaning of the Exchange
Act) in the aggregate would own or control securities which possess in the
aggregate the ordinary voting power to elect a majority of the surviving
corporation’s directors (provided that the transaction has been approved by the
Corporation’s Board of Directors or a committee thereof).
For purpose of this Section 4A of Article Four, “person” shall
include any natural person and any corporation, partnership, joint venture,
trust, unincorporated organization and any other entity or organization.


 


(iii)          Each holder of Non-Voting
Common Stock shall be entitled to convert shares of Non-Voting Common Stock in
connection with any Conversion Event if such holder reasonably believes that
such Conversion Event will be consummated, and a written request for conversion
from any holder of Non-Voting Common Stock to the Corporation stating such
holder’s reasonable belief that a Conversion Event shall occur shall be
conclusive and shall obligate the Corporation to effect such conversion in a
timely manner so as to enable each such holder to participate in such Conversion
Event. The Corporation will not cancel the shares of Non-Voting Common Stock so
converted before the tenth day following such Conversion Event and will reserve
such shares until such tenth day for reissuance in compliance with the next sentence.
If any shares of Non-Voting Common Stock are converted into shares of Common
Stock in connection with a Conversion Event and such shares of Common Stock are
not actually distributed, disposed of or sold pursuant to such Conversion
Event, such shares of Common Stock shall be promptly converted back into the
same number of shares of Non-Voting Common Stock.


 


(iv)          Each holder of Non-Voting
Common Stock is entitled at any time to convert any or all of the shares of
such holder’s Non-Voting Common Stock into the same number of shares of Common
Stock; provided that no holder of Non-Voting Common Stock is entitled to
convert any share or shares of Non-Voting Common Stock to the extent that as a
result of such conversion, such holder or its affiliates would directly or
indirectly own, control or have power to vote or dispose of a greater quantity
of securities of any kind issued by the Corporation than such holder and its
affiliates are permitted to own, control or have power to vote or dispose of
under any law or under any regulation, rule or other requirement of any
governmental authority at any time applicable to such holder and its
affiliates.


 


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4B.          Conversion
Procedure.


 


(i)            Unless
otherwise provided in connection with a Conversion Event, each conversion of
shares of Non-Voting Common Stock into shares of Common Stock shall be effected
by the surrender of the certificate or certificates representing the shares to
be converted at the principal office of the Corporation at any time during
normal business hours, together with a written notice by the holder of such
Non-Voting Common Stock stating that such holder desires to convert the shares,
or a stated number of the shares, of such Non-Voting Common Stock represented
by such certificate or certificates into shares of Common Stock and stating
that upon such conversion such holder and its affiliates will not directly or
indirectly own, control or have the power to vote or dispose of a greater
quantity of securities of any kind issued by the Corporation than such holder
and its affiliates are permitted to own, control or have the power to vote or
dispose of under any applicable law, regulation, rule or other
governmental requirement (and such statement will obligate the Corporation to
issue such Common Stock). Each conversion shall be deemed to have been effected
as of the close of business on the date on which such certificate or
certificates have been surrendered and such notice has been received, and at
such time the rights of the holder of the converted Non-Voting Common Stock as
such holder shall cease and the person or persons in whose name or names the
certificate or certificates for shares of Common Stock are to be issued upon
such conversion shall be deemed to have become the holder or holders of record
of the shares of Common Stock represented thereby.


 


(ii)           Promptly
after the surrender of certificates and the receipt of written notice, the Corporation
shall issue and deliver in accordance with the surrendering holder’s
instructions (a) the certificate or certificates for the Common Stock
issuable upon such conversion and (b) a certificate representing any
Non-Voting Common Stock which was represented by the certificate or
certificates delivered to the Corporation in connection with such conversion
but which was not converted.


 


(iii)          The
issuance of certificates for Common Stock upon conversion of Non-Voting Common
Stock will be made without charge to the holders of such shares for any
issuance tax in respect thereof or other cost incurred by the Corporation in
connection with such conversion and the related issuance of Common Stock.


 


(iv)          The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of issuance upon
the conversion of the Non-Voting Common Stock, such number of shares of Common
Stock issuable upon the conversion of all outstanding Non-Voting Common Stock.
All shares of Common Stock which are so issuable shall, when issued, be duly
and validly issued, fully paid and nonassessable and free from all taxes, liens
and charges. The Corporation


 


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shall
take all such actions as may be necessary to assure that all such shares of
Common Stock may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares of Common Stock may be listed (except for official notice of
issuance which will be immediately transmitted by the Corporation upon
issuance).


 


(v)           The
Corporation shall not close its books against the transfer of shares of Common
Securities in any manner which would interfere with the timely conversion of
any shares of Non-Voting Common Stock.


 


4C.          Stock
Splits. If the Corporation in any manner subdivides
or combines the outstanding shares of one class of Common Securities, the
outstanding shares of the other class of Common Securities shall be
proportionately subdivided or combined in
a similar manner.


 


5.             Amendment
and Waiver. No amendment or waiver
of any provision of this Section 2B of Article Four which adversely
affects the holders of the Non-Voting Common Stock hereunder shall be effective
without the prior approval of the holders of a majority of the then outstanding
Non-Voting Common Stock voting as a separate class.


 


C.            General
provisions


 


1.             Nonliquidating
Events. A consolidation or merger of the
Corporation with or into another corporation or corporations or a sale, whether
for cash, shares of stock, securities or properties, or any combination
thereof, of all or substantially all of the assets of the Corporation shall not
be deemed or construed to be a liquidation, dissolution or winding up of the
Corporation within the meaning of this Article Four.


 


2.             No
Preemptive Rights. No holder of
Series Preferred Stock or Common Securities of the Corporation shall be
entitled, as such, as a matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class or series whatsoever
or of securities convertible into stock of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration, or by
way of dividend.


 


ARTICLE
FIVE


 


The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, and the directors
need not be elected by ballot unless required by the By-laws of the Corporation.
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors of the


 


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Corporation is expressly authorized to adopt, amend or repeal the By-laws
of the Corporation.


 


ARTICLE SIX


 


Action shall be taken by the
stockholders of the Corporation only at annual or special meetings of
stockholders, and stockholders say not act by written consent. Special meetings
of the Corporation may be called only as provided in the By-laws.


 


ARTICLE SEVEN


 


(a)           Meetings of
stockholders may be held within or without the state of Delaware, as the By-laws
of the Corporation may provide. The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the By-laws of the Corporation.
The Board of Directors shall from time to time decide whether and to what
extent and at what times and under what conditions and requirements the
accounts and books of the Corporation,  or
any of them, except the stock book, shall be open to the inspection of the
stockholders, and no stockholder shall have any right to inspect any books or
documents of the Corporation except as conferred by the laws of the State of
Delaware or as authorized by the Board of Directors.


 


(b)           Directors
elected by holders of stock of the Corporation entitled to vote generally in
the election of directors may be removed at any time by a majority vote of such
stockholders, provided that such removal may only be for cause. Directors
elected by any class of stock, voting separately as a class, may be removed
only by a majority vote of such class, voting separately as a class, so long as
the voting power of such class shall continue, provided such removal may only
be for cause.


 


ARTICLE EIGHT


 


(a)           The number of
directors of the corporation, exclusive of directors, if any, to be elected by
the holders of one or more series of Series Preferred stock, shall be not
less than three (3) nor more than nine (9). Subject to such limitation,
such number may be fixed by the By-Laws or by action of the stockholders or of
the Board of Directors under the specific provisions of a by-law adopted by the
stockholders or the Board of Directors under applicable law. The directors of
the Corporation shall be divided into three classes, as nearly equal in number
as practicable. The term of office of the first class shall expire at the first
annual meeting of stockholders succeeding the initial classification of
directors,  the term of office of
the second class shall expire at


 


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the second annual meeting succeeding such classification and the term of
office of the third class shall expire at the third annual meeting succeeding
such classification. At each annual meeting, directors to replace those whose
terms of office expire at such annual meeting shall be elected to hold office
until the third succeeding annual meeting or until his successor shall be
elected and qualified, or until his or her earlier death, resignation or
removal. If the number of directors is changed, the number of directorships
shall be apportioned by the Board of Directors among the classes so as to make
each class as nearly equal in size as practicable.


 


(b)           Any vacancies
of the Board of Directors occurring for any reason, or any newly created
directorships resulting from any increase in the number of directors, shall be
filled by the Board of Directors, the appointee to any such vacancy to serve
for the unexpired portion of the term of the director whose leaving the board
created the vacancy, and the appointee to any newly created directorship to be
assigned by the board to such class of the board so as to make the classes as
nearly equal in size as practicable.


 


ARTICLE NINE


 


SECTION 1.         Vote Required
for Certain Business Combinations.


 


A.            Higher Vote for
certain Business Combinations. In addition to any
affirmative vote required by law or this certificate of Incorporation, and
except as otherwise expressly provided in Section 2 of this
Article Nine, any transaction or contract which involves or includes:


 


(1)           any merger or
consolidation of the Corporation or any Subsidiary (as hereinafter defined)
with (a) any Interested Stockholder (as hereinafter defined) or (b) any
other corporation (whether or not itself an Interested Stockholder) which is,
or after such merger or consolidation would be, an Affiliate (as hereinafter
defined) of an interested Stockholder; or


 


(2)           any sale,
lease, exchange, mortgage, pledge,  transfer
or other disposition (in one transaction or a series of transactions) to or
with any Interested Stockholder or any Affiliate of any Interested Stockholder
of any assets of the Corporation or any Subsidiary having an aggregate Fair
Market Value (as hereinafter defined) of $50 million or more; or


 


(3)           the issuance or
transfer by the Corporation or any Subsidiary (in one transaction or a series
of transactions) of any securities of the Corporation or any Subsidiary to any
Interested Stockholder or any Affiliate of any Interested Stockholder in
exchange for cash, securities or other property (or a combination


 


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thereof) having an aggregate
Fair Market Value of $50 million or more; or


 


(4)           the adoption of
any plan or proposal for the liquidation or dissolution of the Corporation
proposed by or on behalf of any Interested Stockholder or any Affiliate of any
Interested stockholder; or


 


(5)           any
reclassification of securities (including any reverse  stock
split), or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving an Interested Stockholder)
which has the ?ffect, directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of Equity Security (as hereinafter
defined) of the Corporation or any Subsidiary which is directly or indirectly
owned by any Interested Stockholder or any Affiliate of any Interested
stockholder:


 


shall require the
affirmative vote of the holders of at least 80% of the voting power of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (the “Voting Stock”), voting together as
a single class. such affirmative vote shall be required notwithstanding the
fact that no vote may otherwise be required, or that a lesser percentage may be
specified by law or in any agreement with any national securities exchange or
this Certificate of Incorporation exclusive of this Article Nine.


 


SECTION 2.         Higher vote not
Required.


 


A.            When Higher
Vote is Not Required. The provisions of Section 1 of this
Article Nine shall not be applicable to any particular Business Combination
(as hereinafter defined), and such Business Combination shall require only such
affirmative vote as is required by law and any other provision of this
Certificate of Incorporation, if all of the conditions specified in either of
the following paragraphs (1) or (2) are met:


 


(1)           The Business
Combination shall have been approved by a majority of the Disinterested Directors
(as hereinafter defined); or


 


(2)           All of the
following conditions shall have been net;


 


(a)           The aggregate
amount of the cash and the Fair Market Value, as of the date of the
consummation of the Business Combination, of consideration other than cash to
be received per share by holders of Common Securities in such Business
Combination shall be at least equal to the higher of the following:


 


12

















 


(i)            (if applicable) the highest
per share price (including any brokerage commissions, transfer taxes and
soliciting dealers’ fees) paid by the Interested Stockholder for any shares of Common  Securities
acquired by it (A) within the two-year period immediately prior to the
first public announcement of the terms of the proposed Business Combination
(the “Announcement Date”) or (B) in the transaction in which it became an
interested Stockholder, whichever is higher; or


 


(ii)           the Fair Market
Value per share of Common Securities on the Announcement Date or on the date on
which the Interested Stockholder became an Interested stockholder (such latter
date is referred to in this Article Nine as the “Determination Date”),
whichever is higher.


 


(b)           The aggregate
amount of the cash and the Fair Market Value, as of the date of the
consummation of the Business Combination, of consideration other than cash to
be received per share by holders of shares of any other class of outstanding
Voting Stock shall be at least equal to the higher of the following (it being
intended that the requirements of this paragraph (2) (b) shall be required
to be net with respect to every class of outstanding Voting Stock, whether or
not the Interested Stockholder has previously acquired any shares of a
particular class of Voting Stock);


 


(i)            (if applicable)
the highest per share price (including any brokerage commissions, transfer
taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any
shares of such class of Voting Stock acquired by it (A) within the
two-year period immediately prior to the Announcement Date or (B) in the
transaction in which it became an Interested Stockholder, whichever is higher;


 


(ii)           (if applicable)
the highest preferential amount per share to which the holders of shares of
such class of Voting Stock are entitled in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation; and


 


(iii)          the Fair Market
Value per share of such class of Voting Stock on the Announcement Date or on
the Determination Date, whichever is higher.


 


(c)           The
consideration to be received by holders of a particular class of outstanding
Voting Stock (including Common Securities) shall be in cash or in the same form
as the Interested Stockholder has previously paid for shares of such class of
Voting Stock. If the Interested Stockholder has paid for shares of any class of
Voting Stock with varying forms of consideration, the form of consideration for
such class of Voting Stock shall be either cash or the form used to acquire the
largest number of shares of such class of Voting Stock previously acquired by
it.  The price


 


13

















 


determined in accordance with paragraph (2) (a) and
(2) (b) of this section 2 of Article Nine shall be subject to appropriate
adjustment in the event of any stock dividend, stock split, combination of
shares or similar event.


 


(d)           After such Interested Stockholder has
become an Interested Stockholder and prior to the consummation of such Business
Combination: (i) except as approved by a ?ajority of the Disinterested
Directors, there shall have been no failure to declare and pay at the regular
date therefor any full quarterly dividends (whether or not cumulative) on any
outstanding stock having preference over the Common Securities as to dividends
or upon liquidation; (ii) there shall have been (A) no reduction in the annual rate of dividends paid on
the common Securities (except as necessary to reflect any subdivision of the
Common Securities), except as approved by a majority of the Disinterested
Directors, and (B) an increase in such annual rate of dividends as
necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any
similar transaction which has the effect of reducing the number of outstanding
shares of the common Securities, unless the failure so to increase such annual
rate is approved by a majority of the Disinterested Directors; and
(iii) such Interested Stockholder shall not have become the beneficial
owner of any additional shares of Voting Stock or securities convertible into
Voting Stock except as part of the transaction which results in such Interested
Stockholder becoming an Interested Stockholder.


 


(e)           After such Interested Stockholder has
become an Interested Stockholder, such Interested Stockholder shall not have
received the benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages provided by the
Corporation, whether in anticipation of or in connection with such Business
Combination or otherwise.


 


(f)            A proxy or information statement
describing the proposed Business Combination and complying with the
requirements of the Exchange Act and the rules and regulations thereunder (or
any subsequent provisions replacing the Exchange Act, rules or regulations) shall be mailed to stockholders of
record of the Corporation at least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or information statement is
required to be mailed pursuant to the Exchange Act or subsequent provisions).


 


SECTION 3.         Definitions.


 


A.            “Affiliate” or “Associate”
shall have the respective meaning ascribed to such terms in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act.


 


14

















 


B.            A person is a “beneficial
owner” of any Voting Stock:


 


(1)           which such person
or any of its Affiliates or Associates (as hereinafter defined) beneficially
owns directly or indirectly; or


 


(2)           which such
person or any of its Affiliates or Associates has (a) the right to acquire
(whether such right is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants or options, or
otherwise, or (b) the right to vote pursuant to any agreement, arrangement
or understanding; or


 


(3)           which are
beneficially owned, directly or indirectly, by any other person with which such
person or any of its Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.


 


C.            “Business Combination”
means any transaction or contract which is referred to in any one or more of
clauses (1) through (5) of paragraph (A) of Section 1 of this
Article Nine.


 


D.            “Disinterested
Director” means any member of the Board of Directors who is not an
Affiliate of, or otherwise affiliated with, the Interested Stockholder and was
a member of the Board of Directors prior to the time that the Interested
Stockholder became an Interested Stockholder, and any successor of a
Disinterested Director who is unaffiliated with the Interested Stockholder and
is recommended to succeed a Disinterested Director by a majority of
Disinterested Directors then on the Board of Directors.


 


E.            “Equity
Security” shall have the meaning ascribed to such term in
Section 3(a) (11) of the Exchange Act.


 


F.             “Fair Market
Value” means: (1) in the case of stock, the highest closing sale price
during the 30-day period immediately preceding the date in question of a
share of such stock on the Composite Tape for New York Stock Exchange issues,
or, if such stock is not quoted on the Composite Tape, or the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the Exchange Act on which
such stock is listed, or, if such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a share of such stock during the
30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotation System or any system then in
use, or if no such quotations are available, the fair market value on the date
in question of a share of such stock as


 


15

















 


determined
by the Disinterested Directors in good faith; and (2) in the case of
property other than cash or stock, the fair market value of such property on
the date in question as determined by a majority of the Disinterested
Directors.


 


G.            “Interested Stockholder” means any person (other than (i) the
Corporation, (ii) any Subsidiary or (iii) any stockholder who as of
September 15, 1992 was then the beneficial owner, directly or indirectly,
of Voting Stock) who or which:


 


(1)           is
the beneficial owner, directly or indirectly, of 20% or more of the voting power
of the outstanding Voting Stock; or


 


(2)           is
an Affiliate of the Corporation and at any time within the two-year period
immediately prior to the date in question was the beneficial owner, directly or
indirectly, of 20% or more of the voting power of the then outstanding Voting Stock;
or


 


(3)           is
an assignee of or has otherwise succeeded to any shares of Voting Stock which
were at any time within the two-year period immediately prior to the date in
question beneficially owned by any Interested Stockholder, if such assignment
or succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the Securities
Act of 1933, as amended;


 


provided
that in no event shall Citicorp Venture Capital, Ltd. or any of its
Affiliates be deemed to be an Interested Stockholder for purposes of this Article Nine.


 


For
the purpose of determining whether a person is an Interested Stockholder
pursuant to paragraph G of this Section 3 of Article Nine, the number
of shares of Voting Stock deemed to be outstanding shall include shares deemed
owned through application of paragraph B of this Section 3 of
Article Nine, but shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or understanding, or
upon exercise of conversion rights, warrants or options, or otherwise.


 


H.            “Person” shall mean any individual firm, corporation or other
entity.


 


I.             “Subsidiary” means any corporation of which a majority of any
class of Equity Security is owned, directly or indirectly, by the Corporation;
provided, however, that for the purposes of the definition of Interested
Stockholder set forth in paragraph G of this Section 3 of
Article Nine, the term “Subsidiary” shall mean only a corporation of which
a majority of each


 


16

















 


	
  STATE
  OF DELAWARE

  	
   

  	
   

  
	
  SECRETARY
  OF STATE

  	
   

  	
   

  
	
  DIVISION
  OF CORPORATIONS

  	
   

  	
   

  
	
  FILED
  03:30 PM 10/26/1992

  	
   

  	
   

  
	
  752300055
  – 2235479

  	
   

  	
   

  



 


CERTIFICATE
OF CORRECTION


 


OF


 


CERTIFICATE
OF RESTATED CERTIFICATE OF INCORPORATION


 


OF


 


KEMET CORPORATION


 


David
E. Maguire and Glenn H. Spears, being the duly selected President  and Secretary, respectively, of KEMET
Corporation, a corporation organised and existing under and by virtue of the
General Corporation Law of the State of Delaware (the “Corporation”), do hereby
certify as follows:


 


1.             The name of the corporation
(hereinafter called the “Corporation”) is KEMET Corporation.


 


2.             The Certificate of Restated
Certificate of Incorporation of the Corporation, which was filed with the
Delaware Secretary of State on October 22, 1992 is hereby corrected.


 


3.             The inaccuracy to be corrected is
said instrument is as follows: The omission of the final two pages of the
Restated Certificate of Incorporation.


 


4.
            The portion of the instrument
in corrected form is as follows: Pages 17 and 18 of the Restated Certificate of
Incorporation attached hereto and made a part hereof as Exhibit A.


 


IN
WITNESS WHEREOF, the undersigned, being the President and Secretary hereinabove
named, for the purpose of correcting the Restated Certificate of Incorporation
of the Corporation pursuant to the General Corporation Law of the State of
Delaware, under penalties of perjury do each hereby declare and certify that
this is the act and deed of the Corporation and the facts stated herein are
true, and accordingly have hereunto signed this Certificate of Correction this
26 day of October, 1992.


 


	
   

  	
   

  	
  By:

  	
  /s/
  David E. Maguire

  
	
   

  	
   

  	
   

  	
  David
  E. Maguire, President

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Glenn H. Spears

  	
   

  	
   

  	
   

  
	
   

  	
  Glenn
  H. Spears, Secretary

  	
   

  	
   

  	
   

  



 

















 


class
of Equity Security is owned, directly or indirectly, by the Corporation.


 


J.             In the event of any Business Combination in which the Corporation
survives, the phrase “consideration other than cash to be received” as
used in paragraphs A(2) (a) and A(2) (b) of Section 2 of
this Article Nine shall include the shares of Common Securities and/or the
shares of any other class of outstanding Voting Stock retained by the holders
of such shares.


 


SECTION
4.         Powers
of the Board of Directors. The Board of
Directors shall have the power to interpret all of the terms and provisions of
this Article Nine, including, without limitation, and on the basis of
information known to the Board of Directors after reasonable inquiry (1) whether
a person is an Interested Stockholder, (2) the number of shares of Voting
Stock beneficially owned by any person, (3) whether a person is an Affiliate or
Associate of another, (4) whether the assets which are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $50 million or more.


 


SECTION 5.         No Effect on Fiduciary
Obligations of Interested Stockholders. Nothing contained in this
Article Nine shall be construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.


 


Section 6.              Amendment; Repeal; Etc.  Notwithstanding any other provisions of this
Certificate of Incorporation or the By-Laws (and notwithstanding the fact that
a lesser percentage may be specified by law, this Certificate of Incorporation
or the By-Laws or otherwise), the affirmative vote or consent of the holders of
80% or more of the outstanding Voting Stock voting together as a single class shall
be required to amend or repeal, or adopt any provisions inconsistent with, this
Article Nine or any provision hereof.


 


ARTICLE TEN


 


The
Corporation shall indemnify each officer and director of the Corporation to the
fullest extent permitted by applicable law for any and all liability arising
out of or in connection with such person’s status as an officer or director of
the Corporation, except as may be otherwise provided in the Corporation’s
By-laws, and in furtherance hereof, the Board of Directors is expressly
authorized to amend the Corporation’s By-laws from time to time to give full
effect hereto, notwithstanding possible self-interest of the directors in the
action being taken. The modification or repeal of this Article Ten shall
not adversely affect the right to


 


17

















 


indemnification
of an officer or director hereunder with respect to any act or omission
occurring prior to such modification or repeal.


 


ARTICLE ELEVEN


 


To
the fullest extent permitted by the General Corporation Law of the State
of Delaware as the same exists or may hereafter be amended, a director of this
Corporation shall not be personally liable to the Corporation or its Stockholders
for monetary damages for breach of fiduciary duty as a director. The
modification or repeal of this Article Eleven shall not affect the
restriction hereunder of a director’s personal liability for any breach, act or
omission occurring prior to such modification or repeal.


 


ARTICLE TWELVE


 


The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter
prescribed herein and by the laws of the State of Delaware, and all rights
conferred upon stockholders herein are granted subject to this reservation.


 


*     *     *    
*     *


 


18














 


 


	
   

  	
  STATE OF DELAWARE

  
	
   

  	
  SECRETARY OF STATE

  
	
   

  	
  DIVISION OF CORPORATIONS

  
	
   

  	
  FILED 12:00 PM 02/29/1996

  
	
   

  	
  960059167 – 2235479

  



 


CERTIFICATE
OF AMENDMENT OF


 


RESTATED
CERTIFICATE OF INCORPORATION


 


OF


 


KEMET CORPORATION


 


KEMET Corporation, a
corporation organized and existing under and  by virtue of the General
Corporation Law of the State of Delaware (the “Company”), 


 


DOES
HEREBY CERTIFY:


 


FIRST: That the Board of
Directors of the Company adopted a resolution amending Section 1, Article
Four of the Restated Certificate of Incorporation of the Company to read in its
entirety as follows (the “Amendment”):


 


ARTICLE FOUR


 


Section 1. The
aggregate number of shares of stock which the Corporation has authority to
issue is 122,000,000, consisting of 10,000,000 shares of Series Preferred
Stock, par value $0.10 per share (the “Series Preferred Stock”), 100,000,000
shares of Common Stock, par value $0.01 per share (the “Common Stock”), and
12,000,000 shares of Non-Voting Common Stock, par value $0.01 per share (the
“Non-Voting Common Stock”). The Common Stock and the Non-Voting Common Stock
are collectively referred to herein as the “Common Securities.” All of such
shares shall be issued as fully paid and non-assessable shares, and the holder
thereof shall not be liable for any further payments in respect thereof.


 


SECOND: That thereafter,
pursuant to said resolution, the Amendment was submitted for approval to the
holders of the outstanding shares of the Company entitled to vote thereon,
which approval was given pursuant to Section 216 of the General
Corporation Law of the State of Delaware.


 

















 


THIRD: That the Amendment
was duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.


 


IN WITNESS WHEREOF, KEMET
Corporation has caused this Certificate of Amendment to be signed by its Senior
Vice President of Human Resources and Secretary this 26th day of February, 1996.


 


 


	
   

  	
  KEMET Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn H. Spears

  
	
   

  	
   

  	
  Glenn H. Spears

  
	
   

  	
   

  	
  Senior Vice President of
  Human

  
	
   

  	
   

  	
  Resources and Secretary

  



 

















 


 


	
  STATE OF DELAWARE

  	
   

  
	
  SECRETARY OF STATE

  	
   

  
	
  DIVISION
  OF CORPORATIONS

  	
   

  
	
  FILED
  09:00 AM 07/01/1996

  	
   

  
	
  960193866
  – 2235479

  	
   

  



 


CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF JUNIOR PARTICIPATING PREFERRED STOCK, SERIES A

OF

KEMET CORPORATION


 


Pursuant to Section 151 of the Corporation Law

of the State of Delaware


 


I,
Glenn H. Spears, Senior Vice President and Secretary of KEMET Corporation, a
corporation organized and existing under the General Corporation Law of the
State of Delaware, in accordance with the provisions of Section 151 thereof, DO HEREBY CERTIFY:


 


That
pursuant to the authority conferred upon the Board of Directors by the Restated
Certificate of Incorporation of the Corporation (the “Restated Certificate”),
the Board of Directors on June 30,1996, adopted the following resolution
creating a series of 120,000 shares of Preferred Stock designated as Junior
Participating Preferred Stock, Series A;


 


RESOLVED,
that pursuant to the authority vested in the Board by ARTICLE IV of the
Restated Certificate of Incorporation and out of the Preferred Stock authorized
therein, the Board hereby authorizes that a series of Preferred Stock of the
Corporation be, and it hereby is, created, and that the designation and amount
thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:


 


Section 1.  Designation and Amount. The shares of
such series shall be designated as “Junior Participating Preferred Stock,
Series A” (the “Series A Preferred Stock”) and the number of shares
constituting such series shall be 120,000.


 


Section 2.  Dividends and Distributions.


 


(A) Subject to the prior and superior rights of
the holders of any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock, in
preference to the holders of Common Securities (as referred to and defined in
Article Four of the Restated Certificate) and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the fifteenth day of March, June, September and
December in each year (each such date being referred to herein as a
“Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent)
equal to the greater of (a) $25.00 or (b) the Adjustment Number (as defined


 

















 


below)
times the aggregate per share amount of all cash dividends, and the Adjustment
Number times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
Common Securities or a subdivision of the outstanding shares of Common
Securities (by reclassification or otherwise), declared on the Common
Securities since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Preferred Stock. The
“Adjustment Number” shall initially be 1000. In the event the  Corporation shall at any time after
July 1, 1996 (i) declare or pay any dividend on the Common Securities
payable in shares of Common Securities, (ii) subdivide the outstanding
Common Securities into a greater number of shares or (iii) combine the
outstanding Common Securities into a smaller number of shares, then in each
such case the Adjustment Number in effect immediately prior to such event shall
be adjusted by multiplying such Adjustment Number by a fraction the numerator
of which is the number of shares of Common Securities outstanding immediately after
such event and the denominator of which is the number of shares of Common
Securities that were outstanding immediately prior to such event.


 


(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in paragraph
(A) of this Section immediately after it declares a dividend or
distribution on the Common Securities (other than a dividend payable in like
shares of Common Securities); provided that, in the event no dividend or
distribution shall have been declared on the Common Securities during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $25.00 per share on the
Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.


 


(C) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Preferred Stock, unless the date of issue of such shares is  prior
to the record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is
a date after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared


 


2

















 


thereon,
which record date shall be no more than 30 days prior to the date fixed for the
payment thereof.


 


Section 3.  Voting Rights. The holders of shares
of Series A Preferred Stock shall have the following voting rights:


 


(A)  Each
share of Series A Preferred Stock shall entitle the holder thereof to a
number of votes equal to the Adjustment Number (as adjusted from time to time
pursuant to Section 2(A) hereof) on all matters submitted to a vote
of the stockholders of the Corporation.


 


(B)  Except as
otherwise provided herein, in the Restated Certificate or by-laws, the holders
of shares of Series A Preferred Stock and the holders of shares of Common
Stock shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.


 


(C)  (i) If
at any time dividends on any Series A Preferred Stock shall be in arrears
in an amount equal to six quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a “default
period”) that shall extend until such time when all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly period on all shares of Series A Preferred Stock then outstanding
shall have been declared and paid or set apart for payment. During each default
period, (1) the number of Directors shall be increased by two, effective
as of the time of election of such Directors as herein provided, and
(2) the holders of Series A Preferred Stock and the holders of other
Preferred Stock upon which these or like voting rights have been conferred and
are exercisable (the “Voting Preferred Stock”) with dividends in arrears equal
to six quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect such two Directors.


 


(ii) During any default period, such voting right of
the holders of Series A Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C)
or at any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that such voting right shall not be exercised unless the
holders of at least one-third in number of the shares of Voting Preferred Stock
outstanding shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Voting Preferred Stock of such voting right.


 


(iii) Unless the holders of Voting Preferred Stock
shall, during an existing default period, have previously exercised their right
to elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than 10% of the total number of
shares of Voting Preferred Stock outstanding, irrespective of series, may
request, the calling of a special meeting of the holders of


 


3

















 


Voting
Preferred Stock, which meeting shall thereupon be called by the Chairman of the
Board, the President, the Chief Executive Officer, an Executive Vice President,
a Vice President or the Secretary of the Corporation. Notice of such meeting
and of any  annual meeting at
which holders of Voting Preferred Stock are entitled to vote pursuant to this
paragraph (C)(iii) shall be given to each holder of record of Voting Preferred
Stock by mailing a copy of such notice to him at his last address as the  same appears on the books of the
Corporation. Such meeting shall be called for a time not earlier than 10 days
and not later than 60 days after such order or request or, in default of the
calling of such meeting within 60 days after such order or request, such
meeting may be called on similar notice by any stockholder or stockholders
owning in the aggregate not less than 10% of the total number of shares of
Voting Preferred Stock outstanding. Notwithstanding the provisions of this
paragraph (C)(iii), no such special meeting shall be called during the period
within 60 days immediately preceding the date fixed for the next annual meeting
of the stockholders.


 


(iv) In any default period, after the holders
of Voting Preferred Stock shall have exercised their right to elect Directors
voting as a class, (x) the Directors so elected by the holders of Voting
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period,  and
(y) any vacancy in the Board of Directors may be filled by vote of a
majority of the remaining Directors theretofore elected by the holders of the
class or classes of stock which
elected the Director whose office shall have become vacant. References in this
paragraph (C) to Directors elected by the holders of a particular class or
classes of stock shall include Directors elected by such Directors to fill
vacancies as provided in clause (y) of the foregoing sentence.


 


(v) Immediately upon the expiration of a
default period, (x) the right of the holders of Voting Preferred Stock as
a class to elect Directors shall cease, (y) the term of any Directors
elected by the holders of Voting Preferred Stock as a class shall terminate and
(z) the number of Directors shall be such number as may be provided for in
the Restated Certificate or  By-Laws irrespective of any
increase made pursuant to the provisions of paragraph (C) of this
Section 3 (such number being subject, however, to change thereafter in any
manner provided by law or in the Restated Certificate or By-Laws). Any
vacancies in the Board of Directors effected by the provisions of clauses
(y) and (z) in the preceding sentence may be filled by a majority of the
remaining Directors.


 


(D)  Except as set forth herein, holders of
Series A Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.


 


4














 


Section 4. Certain
Restrictions.


 


(A) Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred Stock as
provided in Section 2 are in [ILLEGIBLE], thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:


 


(i) declare or pay dividends on, or make any other
distributions on, any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred
Stock;


 


(ii) declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A Preferred
Stock and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are
then entitled;


 


(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred
Stock, provided that the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such junior stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred Stock; or


 


(iv) purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of
stock ranking on a parity with the Series A Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.


 


(B) The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.


 


Section 5.
Reacquired Shares. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled


 


5

















 


promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of preferred stock and may be reissued as part
of a new series of preferred stock to be created by resolution or resolutions
of the Board of Directors, subject to the conditions and restrictions on
issuance set forth herein.


 


Section 6. Liquidation, Dissolution or Winding Up.
Upon any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (A) to the holders of shares of stock ranking
junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A Preferred
Stock shall have received the greater of (i) $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, and (ii) an aggregate amount per
share, equal to the Adjustment Number (as adjusted from time to time pursuant
to Section 2(A) hereof) times the aggregate amount to be distributed
per share to holders of Common Securities, or (B) to the holders of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made
ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.


 


Section 7.
Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock (or Common Securities, as the case may be) are exchanged
for or changed into other stock or securities, cash and/or any other property,
then in any such case the shares of Series A Preferred Stock then
outstanding shall at the same time be similarly exchanged or changed in an
amount per share equal to the Adjustment Number (as adjusted from time to time
pursuant to Section 2(A) hereof) times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock or respective Common
Securities is changed or exchanged.


 


Section 8.
No Redemption. The shares of Series A Preferred Stock shall not be
redeemable.


 


Section 9. Amendment. The Restated
Certificate of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of two-thirds of the outstanding shares of
Series A Preferred Stock, voting together as a single class.


 


6

















 


IN
WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm
the foregoing as true under the penalties of perjury this 30th day of June, 1996.


 


 


	
   

  	
  /s/ Glenn H. Spears

  
	
   

  	
  Glenn H. Spears

  
	
   

  	
  Senior Vice President and
  Secretary

  



 

















 


	
   

  	
  STATE OF DELAWARE

  
	
   

  	
  SECRETARY OF STATE

  
	
   

  	
  DIVISION OF CORPORATIONS

  
	
   

  	
  FILED 12:00 PM 07/29/2000

  
	
   

  	
  ?01382760 – 2235479

  



 


 


CERTIFICATE
OF AMENDMENT OF


 


RESTATED
CERTIFICATE OF INCORPORATION


 


OF


 


KEMET CORPORATION


 


KEMET
Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of
Delaware (the “Company”),


 


DOES
HEREBY CERTIFY:


 


FIRST:
That the Board of Directors of the Company adopted a resolution, pursuant to
the provisions of Sections 141 and 242 of the General Corporation Law of the
State of Delaware, amending Section 1, Article Four of the Restated
Certificate of Incorporation of the Company, as previously amended, to read in
its entirety as follows (the “Amendment”):


 


ARTICLE FOUR


 


Section 1.
The aggregate number of shares of stock which the Corporation has authority to
issue is 310,000,000, consisting of 10,000,000 shares of Series Preferred
Stock, par value $0.10 per share (the “Series Preferred Stock”), 300,000,000
shares of Common Stock, par value $0.01 per share (the “Common Stock”), and
zero shares of Non-Voting Common Stock, par value $0.01 per share (the
“Non-Voting Common Stock”). The Common Stock and the Non-Voting Common Stock
are collectively referred to herein as the “Common Securities.” All of such
shares shall be issued as fully paid and non-assessable shares, and the holder
thereof shall not be liable for any further payments in respect thereof.


 


SECOND:
That thereafter, pursuant to said resolution, the Amendment was submitted for
approval to the holders of the outstanding shares of the Company entitled to
vote thereon, which approval was given pursuant to Section 216 of the
General Corporation Law of the State of Delaware.


 

















 


THIRD:
That the Amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.


 

















 


IN
WITNESS WHEREOF, KEMET Corporation has caused this Certificate of Amendment to
be signed by its Executive Vice President and Secretary this 26th day of July,
2000.


 


 


	
   

  	
  KEMET Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn H. Spears

  
	
   

  	
   

  	
  Glenn H. Spears

  
	
   

  	
   

  	
  Executive Vice President
  and Secretary