ANY CONTROLLING PERSON, AS THE CASE
MAY BE, AND WILL SURVIVE DELIVERY OF AND PAYMENT FOR THE SECURITIES SOLD
HEREUNDER AND ANY TERMINATION OF THIS AGREEMENT.
SECTION 12.
NOTICES.
ALL COMMUNICATIONS HEREUNDER
SHALL BE IN WRITING AND SHALL BE MAILED, HAND DELIVERED, COURIERED OR FACSIMILED
AND CONFIRMED TO THE PARTIES HERETO AS FOLLOWS:
If to the Initial Purchasers:
Banc of America Securities LLC
One Bryant Park
New York, New York 10036
Facsimile: (212) 901-7897
Attention:
Legal Department
with a copy to:
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
Facsimile: (212) 701-2169
Attention:
James J. Clark, Esq.
William J. Miller, Esq.
If to the Company or the Guarantors:
KEMET Corporation
2835 KEMET Way
26
Simpsonville, South Carolina 29681
Facsimile:
(864) 228-4161
Attention:
Chief Financial Officer
with a copy to:
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
Facsimile:
(312) 862-2200
Attention:
H. Kurt von Moltke, P.C.
William R. Burke
Any party hereto may change the address or facsimile number for receipt of
communications by giving written notice to the others.
SECTION 13.
SUCCESSORS.
THIS AGREEMENT WILL INURE TO
THE BENEFIT OF AND BE BINDING UPON THE PARTIES HERETO, AND TO THE BENEFIT OF THE
INDEMNIFIED PARTIES REFERRED TO IN SECTIONS 8 AND 9 HEREOF, AND IN EACH CASE
THEIR RESPECTIVE SUCCESSORS, AND NO OTHER PERSON WILL HAVE ANY RIGHT OR
OBLIGATION HEREUNDER.
THE TERM "SUCCESSORS" SHALL NOT INCLUDE ANY SUBSEQUENT
PURCHASER OR OTHER PURCHASER OF THE SECURITIES AS SUCH FROM THE INITIAL
PURCHASERS MERELY BY REASON OF SUCH PURCHASE.
SECTION 14.
AUTHORITY OF THE REPRESENTATIVE.
ANY
ACTION BY THE INITIAL PURCHASERS HEREUNDER MAY BE TAKEN BY BANC OF AMERICA
SECURITIES LLC ON BEHALF OF THE INITIAL PURCHASERS, AND ANY SUCH ACTION TAKEN BY
BANC OF AMERICA SECURITIES LLC SHALL BE BINDING UPON THE INITIAL PURCHASERS.
SECTION 15.
PARTIAL UNENFORCEABILITY.
THE INVALIDITY
OR UNENFORCEABILITY OF ANY SECTION, PARAGRAPH OR PROVISION OF THIS AGREEMENT
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER SECTION, PARAGRAPH
OR PROVISION HEREOF.
IF ANY SECTION, PARAGRAPH OR PROVISION OF THIS AGREEMENT
IS FOR ANY REASON DETERMINED TO BE INVALID OR UNENFORCEABLE, THERE SHALL BE
DEEMED TO BE MADE SUCH MINOR CHANGES (AND ONLY SUCH MINOR CHANGES) AS ARE
NECESSARY TO MAKE IT VALID AND ENFORCEABLE.
SECTION 16.
GOVERNING LAW PROVISIONS; CONSENT TO
JURISDICTION.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES THEREOF.
(B)
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
("RELATED PROCEEDINGS") MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK OR THE COURTS OF
THE STATE OF NEW YORK IN EACH CASE LOCATED IN THE CITY AND COUNTY OF NEW YORK
(COLLECTIVELY, THE "SPECIFIED COURTS"), AND EACH PARTY IRREVOCABLY