Table of Contents

List of Exhibits

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ASSET PURCHASE AGREEMENT

by and between

1.                   EPCOS AG , a stock corporation ( Aktiengesellschaft ) under German law, having its domicile in Munich

- “ Seller ” -

2.                   KEMET Electronics (Suzhou) Co., Ltd., a limited liability corporation under People’s Republic of China, having its domicile in Suzhou

- “ Purchaser ” -

3.                    KEMET Corporation , a stock corporation under the laws of the State of Delaware, United States, having its domicile in Simpsonville, SC/USA

- “ Purchaser’s Guarantor ” -

Seller, Purchaser and Purchaser’s Guarantor a “ Party ”

and collectively the “ Parties ”

PREAMBLE

A.             EPCOS, Kemet Electronics GmbH (“ Kemet Germany ”), Kemet Electronics S.A. (“ Kemet Switzerland ”) and Purchaser’s Guarantor entered into an Asset and Share Purchase Agreement dated December 12, 2005 (the “ ASPA ”) under which Seller sold (i) to Kemet Germany certain assets and liabilities related to the German Tantalum Business in Heidenheim and Munich and (ii) to Kemet Switzerland Seller’s shares in EPCOS Portugal.

B.             At EPCOS’ site in Heidenheim/Germany Seller runs a polymerization line referred to as Poly 30 (the “ Poly 30 Line ”) and a polymerization line referred to as Poly 60 (the “ Poly 60 Line ”, collectively with the Poly 30 Line the “ Poly Lines ”). Seller did not sell the Poly Lines under the ASPA. With the Poly Lines Seller will manufacture tantalum capacitors to be sold and delivered to KEMET Electronics Corporation under a manufacturing contract until the Heidenheim Production End Date. On the Heidenheim Production End Date, Seller intends to sell and transfer and Purchaser intends to purchase and accept the Poly 60 Line.

C.             Purchaser’s Guarantor is the ultimate parent company of Purchaser and intends to back-up Purchaser’s obligations under this Agreement.

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NOW, THEREFORE, the Parties agree as follows:

1.              Certain Defined Terms and Abbreviations

In this Agreement, except where set forth otherwise, the following terms and abbreviations shall have the following meanings:

“ Affiliates ”: any individual persons or Legal Entities who or which are affiliated enterprises ( verbundene Unternehmen ) within the meaning of Section 15 AktG.

“ Agreement ” shall mean this agreement and its exhibits.

“ AktG ”: the German Stock Corporation Act ( Aktiengesetz ).

“ BGB ”: the German Civil Code ( Bürgerliches Gesetzbuch ).

“ Breach ”: as defined in Section 10.1.

“ Contractual Interest Rate ”: as defined in Section 6.2.

“ Excluded Assets ”: as defined in Section 3.3.

“ German VAT ”: as defined in Section 7.

“ Heidenheim Production End Date ”: as defined in Section 8A.1 of the ASPA.

“ Legal Entity ”: any corporation, company, partnership, association or other legal entity whether having separate legal personality or not established pursuant to the laws of any jurisdiction.

“ Liens ” : any lien, lease, sublease, mortgage, pledge, charge, security interest, claim, option, condition, covenant, right of way, reservation, right of first refusal, servitude, easement, restriction on transfer, and restriction of record and any other encumbrances or adverse claim of any kind or nature.

“ MACO ”: shall mean Panasonic Electronic Devices Co., Ltd. (formerly Matsushita Electronic Components Co., Ltd.).

“ Material Adverse Effect ”: as defined in Section 8.5.

“ Ordinary Course of Business ”: as defined in Section 8.4.

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“ Poly 60 Line Fixed Assets ”: as defined in Section 3.1.

“ Poly 60 Line Purchase Price ”: as defined in Section 6.1.

“ Purchaser’s Claim ”: as defined in Section 10.1.

“ Seller’s Best Knowledge ”: as defined in Section 8.3.

“ Signing Date ”: the date of signing of this Agreement.

“ Transfer Conditions ”: as defined in Section 3.1.

“ Transfer Date ”: as defined in Section 3.1.

2.              The Poly Lines

The Poly 30 Line is described in Exhibit 2.1 (2a) and the Poly 60 Line is described in Exhibit 2.1 (2b) . The Poly 60 Line consists as of the Signing Date of the Poly 60 Line Fixed Assets and related documentation and know-how as set forth in Section 3 and 4.

3.              Transfer of Assets of the Poly 60 Lines

3.1            Transfer . Seller hereby sells and transfers ( überträgt dinglich ) to Purchaser with commercial effect as of the later of (i) the Heidenheim Production End Date or (ii) the full performance of the de-installation of the Poly 60 Line as described in Section 5 of this Agreement, or such other date as agreed between Seller and Purchaser, (the “ Transfer Date ”) subject to the condition precedent ( aufschiebende Bedingung ) of (i) the occurrence of the Closing under the ASPA and (ii) the payment of the Poly 60 Line Purchase Price by Purchaser (collectively the “ Transfer Conditions ”) all moveable fixed assets whether recorded as assets on the balance sheet or expensed ( bewegliche Gegenstände des Sachanlagevermögens ) located on or in transit to or from the premises of Seller and used by Seller exclusively for the Poly 60 Line as of the Transfer Date, including, without limitation, those listed in Exhibit 3.1 , unless they constitute Excluded Assets (collectively the “ Poly 60 Line Fixed Assets ”).

To the extent Poly 60 Line Fixed Assets are in the possession of third parties and/or are subject to reservations of ownership ( Eigentumsvorbehalte ) by third parties, Seller assigns to Purchaser its rights against such third parties (including but not limited to the respective contingent rights ( Anwartschaftsrechte )) with effect from the Transfer Date and subject to the Transfer Conditions. .

To the extent assets owned by Seller which would fall under the category of assets to be transferred by Seller to Purchaser as described above are not listed or described in Exhibit 3.1 ,

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Seller shall do everything reasonably necessary to transfer legal title in such assets to Purchaser.

3.2            Disposals; Acquisitions . Any Poly 60 Line Fixed Assets which have been disposed of between the Signing Date and the Transfer Date or are no longer in existence as of the Transfer Date, are not deemed to be sold and transferred to Purchaser. Any assets within the category set forth in Section 3.1 above acquired by Seller with respect to the Poly 60 Line between the date of this Agreement and Transfer Date or any replacements of any such Poly 60 Line Fixed Assets are deemed to be sold and transferred to Purchaser in accordance with Section 3.1 above.

3.3            Excluded Assets . Any assets belonging to the Poly 60 Lines but being listed in Exhibit 3.3 are not sold and transferred under Section 3.1 (the “ Excluded Assets ”).

3.4            Passing of Risk, Benefits and Burdens . Any rights of Purchaser under this Agreement notwithstanding, the risk of any incidental loss ( zufälliger Untergang ) or any incidental deterioration ( zufällige Verschlechterung ) of any of the Poly 60 Line Fixed Assets sold pursuant to this Agreement passes to Purchaser as from the Transfer Date. The benefits and burdens ( Nutzungen und Lasten ) of the Poly 60 Line Fixed Assets shall accrue to Purchaser with effect as from the Transfer Date.

3.5            Poly 30 Line . The Poly 30 Line shall not be sold to Purchaser. Seller shall be free to either scrap the Poly 30 Line, sell or otherwise dispose of it in parts to any purchaser or sell or otherwise dispose of it in its entirety to MACO or any third party which is neither directly nor indirectly a competitor of Purchaser. Except for a sale to MACO Seller shall not be entitled to sell the Poly 30 Line in its entirety to a competitor of Purchaser .

4.              Transfer of Documentation and Know How

Seller hereby sells and transfers ( überträgt dinglich ) to Purchaser with commercial effect as of the Transfer Date subject to the Transfer Conditions all drawings, engineering data, manufacturing data, test data, quality control data relating to the Poly 60 Line or parts thereof and any know-how embedded therein, provided, however, for the avoidance of doubt, that nothing in this Section 4 shall be understood as a representation, guarantee or other obligation of Seller in respect of quality and status of legal protection of such know how.

5.              De-installation and Relocation of Poly 60 Line; Employees

5.1            De-installation and Relocation of Poly 60 Line . Purchaser intends not to use the Poly 60 Line at its current location in Heidenheim. The Parties therefore agree that Seller shall de-install the Poly 60 Line and hand it over ( übergeben ) to Purchaser in a de-installed status, ready to be packaged by Purchaser for relocation. Purchaser shall relocate the Poly 60

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Line for use in another location to be selected by Purchaser. A reasonable time prior to the Heidenheim Production End Date Seller and Purchaser shall agree on a de-installation and relocation plan. Seller shall perform the de-installation and Purchaser shall perform the packaging and relocation as set forth in the de-installation and relocation plan and in such a manner that there will be no (i) violation of applicable health, safety or other laws and regulations and (ii) the de-installation and relocation shall not unduly interfere with the Ordinary Course of Business of the other operations of Seller in Heidenheim. To the extent reasonably possible Seller shall perform the de-installation with its own employees, the costs of which, even if relating to the de-installation, shall be borne by Se