Exhibit 10.1
AMENDMENT NO. 2
TO
AMENDED AND RESTATED CREDIT
AGREEMENT
This AMENDMENT NO. 2 TO AMENDED
AND RESTATED CREDIT AGREEMENT (this “ Amendment
”), dated as of September 30, 2009, is made by and among
KEMET CORPORATION, a Delaware corporation, as borrower hereunder
(“ Borrower ”), the Subsidiary Guarantors (such
term, and each other capitalized term used but not defined herein,
having the meaning assigned to it in the Credit Agreement described
below), and K FINANCING, LLC, a Delaware limited liability company,
as lender hereunder (“ Lender ”).
RECITALS
WHEREAS, Borrower and the Subsidiary
Guarantors are parties to that certain Amended and Restated Credit
Agreement, dated as of June 7, 2009, as amended by Amendment
No. 1 to Amended and Restated Credit Agreement, dated as of
June 21, 2009 (as the same may be further amended, amended and
restated, supplemented or otherwise modified from time to time, the
“ Credit Agreement ”), among Borrower, the
Subsidiary Guarantors and Lender; and
WHEREAS, the parties desire to amend
the Credit Agreement to modify the definition of “Test
Period” as it relates to the Consolidated Fixed Charge
Coverage Ratio;
NOW, THEREFORE
, in consideration of the premises
made hereunder, and for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as
follows:
Section 1.
Amendment of Section 1.01 of the Credit Agreement
. The definition of “Test Period” in
Section 1.01 of the Credit Agreement is hereby amended by
deleting the current definition in its entirety and replacing it
with the following definition:
“ Test Period ”
shall mean, at any time, the four consecutive fiscal quarters of
Borrower then last ended (in each case taken as one accounting
period) for which financial statements have been or are required to
be delivered pursuant to Section 5.01(a) or
Section 5.01(b) ; provided that (i) for
purposes of measuring Minimum Consolidated EBITDA under
Section 6.10(a) , (x) the Test Period ended
September 30, 2009 shall measure Consolidated EBITDA for the
two consecutive fiscal quarters of Borrower then ended (taken as
one accounting period), and (y) the Test Period ended
December 31, 2009 shall measure Consolidated EBITDA for the
three consecutive fiscal quarters of Borrower then ended (taken as
one accounting period), and (ii) for purposes of measuring the
Minimum Fixed Charge Coverage Ratio under
Section 6.10(b) , (x) the Test Period ended
September 30, 2009 shall measure the Consolidated Fixed Charge
Coverage Ratio (and all other measurements required for the
calculation thereof) for the fiscal quarter of Borrower then ended,
(y) the Test Period ended December 31, 2009 shall measure
the Consolidated Fixed Charge Coverage Ratio (and all other
measurements required for the calculation thereof) for the two
consecutive fiscal quarters of Borrower then ended (taken as one
accounting period) and (z) the Test Period ended
March 31, 2010 shall measure the Consolidated Fixed Charge
Coverage Ratio (and all other measurements required for the
calculation thereof) for the three consecutive fiscal quarters of
Borrower then ended (taken as one accounting period).
