SEVENTH AMENDMENT TO CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment") is made as of the 1st day of June, 2000, among
KEMET CORPORATION, a Delaware corporation (the "Borrower");
WACHOVIA BANK, N.A. as Agent (successor by merger to Wachovia
Bank of Georgia, N.A. and hereinafter referred to as the
"Agent") under the Credit Agreement (as herein defined) and the
BANKS named in the Credit Agreement.
Background:
The Borrower, the Agent and the Banks have entered into a
certain Credit Agreement dated as of October 18, 1996, as
amended by a First Amendment to Credit Agreement dated as of
August 30, 1997, as further amended by a Second Amendment to
Credit Agreement dated as of March 31, 1998, as further amended
by a Third Amendment to Credit Agreement dated as of September
9, 1998 and as further amended by a Fourth Amendment to Credit
Agreement dated as of December 31, 1998 and as further amended
by a Fifth Amendment to Credit Agreement dated as of June 30,
1999 and further amended by a Sixth Amendment to Credit
Agreement dated as of July 1, 1999 (as amended, the "Credit
Agreement")
The Borrower, the Agent and the Banks wish to further amend
The Credit Agreement in certain respects, as hereinafter
provided.
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used herein
which are not otherwise defined herein shall have the
respective meanings assigned to them in the Credit
Agreement.
SECTION 2. Amendment. Section 1.01 of the Credit
Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by:
(i) deleting the definition of "Year 2000 Compliant and
Ready" in its entirety;
(ii) amending and restating the definition of "Permitted
Investments" in its entirety to read as follows:
"Permitted Investments" shall mean Investments which
are either (i) cash and Cash Equivalents, (ii)
receivables created, acquired or made in the
ordinary course of business and payable or
dischargeable in accordance with customary trade
terms, (iii) investments existing as of the Closing
Date and set forth in Schedule 5.07 (but without
additional acquisitions thereof except as otherwise
permitted hereby), (iv) investments by the Borrower,
the Pledgor or any other Guarantor in industrial
revenue bonds issued from time to time by Greenville
County, South Carolina and/or Greenwood County,
South Carolina pursuant to the Bond Issuance and
Purchase Agreement, (v) capital stock or other
securities received by the Borrower or any
Subsidiary in payment of an account receivable where
such capital stock or other securities are issued in
connection with a bankruptcy reorganization of the
Person obligated to pay such account receivable, and
(vi) any other Investment made pursuant to the
Investment Policy.
(iii) adding a definition of the term "Investment Policy"
which shall read in its entirety as follows:
"Investment Policy" means the Investment Policy of
the Borrower in the form attached hereto as Exhibit
L, as the same may be amended from time to time with
the consent of the Agent.
(b) Section 4.19 of the Credit Agreement is hereby deleted in
its entirety.
(c) Section 5.01 of the Credit Agreement is hereby amended by
deleting therefrom paragraphs (k) and (l), by adding an
"and" at the end of paragraph (i) thereof and by changing
the ";" a the end of paragraph (j) thereof to a ".".
(d) Section 5.07 of the Credit Agreement is hereby amended by
deleting the "and" appearing immediately before clause (g)
thereof and by adding at the end of such Section the word
"and" and a new clause (h) which shall read "(h) Guarantees
by the Borrower or a Subsidiary of an obligation of a
Subsidiary which is not a Guarantor, provided that (A) the
underlying obligation of such Subsidiary is otherwise
permitted under the terms of this Agreement, and (B)the
aggregate outstanding principal amount of obligations so
Guaranteed shall not at any time exceed an amount equal to
10% of Consolidated Tangible Net Worth."
(e) There is hereby added to the Credit Agreement a new Exhibit
L which shall be in the form attached to this Amendment as
Annex 1.
SECTION 3. Conditions to Effectiveness. The effectiveness
of this Amendment is subject to the following conditions,
unless the Banks waive such conditions:
(a) receipt by the Agent from each of the parties hereto
of either (i) a duly executed counterpart of this
Amendment signed by such party or (ii) a facsimile
transmission stating that such party has duly executed
a counterpart of this Amendment and sent such
counterpart to the Agent;
(b) the fact that the representations and warranties of
the Borrower contained in Section 5 of this Amendment
shall be true in all material respects on and as of
the date hereof.
SECTION 4. No Other Amendment. Except for the amendments
set forth above, the text of the Credit Agreement shall
remain unchanged and in full force and effect. This
Amendment is not intended to effect, nor shall it be
construed as, a novation. The Credit Agreement and this
Amendment shall be construed together as a single
instrument and any reference to the "Agreement" or any
other defined term for the Credit Agreement in the Credit
Agreement, the Notes or any certificate, instrument or
other document delivered pursuant thereto shall mean the
Credit Agreement as amended hereby and as it may be
amended, supplemented or otherwise modified hereafter.
SECTION 5. Representations and Warranties. The Borrower
hereby represents and warrants in favor of the Agent and
the Banks as follows:
(a) Following the effectiveness of this Amendment, no
Default or Event of Default under the Credit Agreement
has occurred and is continuing on the date hereof;
(b) The Borrower has the corporate power and authority to
enter into this Amendment and do all acts and things
as are required or contemplated hereunder to be done,
observed and performed by it;
(c) This Amendment has been duly authorized, validly
executed and delivered by one or more authorized
officers of the Borrower and each of this Amendment
and the Credit Agreement as amended hereby constitutes
the legal, valid and binding obligation of the
Borrower enforceable against it in accordance with its
terms; provided, that the enforceability of each of
this Amendment and the Credit Agreement as amended
hereby is subject to general principles of equity and
to bankruptcy, insolvency and similar laws affecting
the enforcement of creditors' rights generally; and
(d) The execution and delivery of this Amendment and the
Borrower's performance hereunder and under the Credit
Agreement as amended hereby do not and will not
require the consent or approval of any regulatory
authority or governmental authority or agency having
jurisdiction over the Borrower other than those which
have already been obtained or given, nor be in
contravention of or in conflict with the Articles of
Incorporation or Bylaws of the Borrower, or the
provision of any statute, or any judgment, order or
indenture, instrument, agreement or undertaking, to
which the Borrower is a party or by which its assets
or properties are or may become bound.
SECTION 6. Counterparts. This Amendment may be executed
in multiple counterparts, each of which shall be deemed to
be an original and all of which, taken together, shall
constitute one and the same agreement.
SECTION 7. Governing Law. This Amendment shall be deemed
to be made pursuant to the laws of the State of Georgia
with respect to agreements made and to be performed wholly
in the State of Georgia and shall be construed,
interpreted, performed and enforced in accordance
therewith.
SECTION 8. Effective Date. This Amendment shall become
effective as of the date first set forth above, upon
receipt by the Agent from each of the parties hereto of
either a duly executed signature page from a counterpart of
this Amendment or a facsimile transmission of a duly
executed signature page from a counterpart of this
Amendment, signed by such party.
[Remainder of this page intentionally left blank]
WACHOVIA BANK, N.A. (successor by
merger to Wachovia Bank of Georgia,
N.A. and Wachovia
Bank of South Carolina, N.A. and
formerly known as Wachovia Bank of
North Carolina, N.A.), as Agent and as
a Bank
By: /S/Christopher L. Fincher[SEAL]
Title: Senior Vice President
Remainder of this page intentionally left blank]
ABN AMRO BANK N.V. ATLANTA AGENCY,
as Co-Agent and Bank
By: /S/ James S. Adelsheim [SEAL]
Title: Group Vice President
and
By: /S/ Natalie M. Smith [SEAL]
Title: Assistant Vice President
[Remainder of this page intentionally left blank]
SUNTRUST BANK, ATLANTA
By: /S/ Nathan Bickford [SEAL]
Title: Assistant Vice President
and
By: /S/ Brian K. Peters
Title: Managing Director
[Remainder of this page intentionally left blank]
FIRST UNION NATIONAL BANK (formally
known as First Union National Bank of
South Carolina)
By: /S/ Frank R. Wrenn, III [SEAL]
Title: Senior Vice President
[Remainder of this page intentionally left blank]
BANK OF AMERICA, N.A.
By: /S/ Kevin McMahon [SEAL]
Title: Managing Director
[Remainder of this page intentionally left blank]
