Amendment to the Loan Agreement

CERTIFIED PRIVATE AGREEMENT

BETWEEN:

(1)            UNICREDIT CORPORATE BANKING S.P.A. , with registered office and headquarters  in Verona (Italy), at Via Garibaldi no. 1, fully paid-up share capital: Euro 6,604,173,696.00 (six billion six hundred and four million one hundred seventy-three thousand six hundred ninety-six/00), tax code, VAT number, and number of registration in the Verona Companies Register: 03656170960, ABI code 3226.8, enrolled in the Register of Banks and a member of the UniCredit Bank Group, which is enrolled in the Register of Bank Groups under no. 31351 (hereinafter also referred to as “ UniCredit ”, “ Lending Party ” or “Agent Bank” ), represented by Mr. SABATINO SERGIO, born in Salerno (SA), on 30 October 1968, domiciled for the purposes of his office in Casalecchio di Reno (BO), Via Isonzo n. 65, “Quadro Direttivo” of IV level and Corporate Manager, authorised to act for the purposes of this agreement by virtue of the powers granted to him through a special power of attorney issued by the President of the board of directors of UniCredit Banca d’Impresa S.p.A., Mr. Mario Fertonani, born in Mantova, on 3 September 1933, received by the Public Notary of Verona, Mr. Marco Cicogna, on 2 January 2003, directory number 87071/7486, registered in Verona on 7 January 2003 at number 37;

AND

(2)            KEMET CORPORATION , with registered office in Simpsonville, 2835 Kemet Way, South Carolina, USA, Federal Tax Identification no. 57-0923789 (hereinafter referred to as “ Beneficiary ” or “ Kemet ”), represented by Mr. MARCO UBERTI, born in Bologna, on 8 th  June 1953, in its capacity as special attorney, domiciled for the purposes of his office at such company, authorised to act for the purposes of this agreement by virtue of the powers granted to him through a power of attorney authenticated by the Public Notary of the State of Florida, United States of America, Mr. Frances Bruderer, on April 23, 2009, and by virtue of the unanimous written consent in lieu of a special meeting of the board of directors of the aforementioned company dated 17 October 2008 ;

(UniCredit and Kemet are hereinafter collectively referred to also as the “ Parties ”)

WHEREAS

(A)           On 29 th  September 2008, the Beneficiary and UniCredit executed a loan agreement by certified private agreement, with the parties’ signatures being authenticated by Notary Public Carlo Vico (directory no. 110199/29958), registered in Bologna, on 7 th  October 2008, under No. 11054, Series 1T, for a maximum aggregate amount equal to Euro 60,000,000.00 (sixty million/00) (hereinafter referred to as the “ Loan ”), subsequently amended by the Parties by way of a deed executed on 3 rd  April 2009, with the parties’ signatures being authenticated by Notary Public Carlo Vico (directory no. 111725/30817), duly registered, (hereinafter referred to as the “ First Amendment to the Loan Agreement ”) and by way of a deed executed on 30 th  April 2009, with the parties’ signatures being authenticated by Notary Public Federico Tonelli, (directory no. 32053/18654), registered in Bologna on 7 May 2009 at number 4705 (annotation with the mortgage registry of Bologna dated 3 September 2009 at the following articles 12321 and 12322) which was amended by the Parties by way of a deed executed on 1 st  June 2009, with the parties’ signatures being authenticated by Notary Public Giovanni De Pasquale, (directory no. 181922/13945), duly registered (hereinafter referred to

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as the “ Second Amendment to the Loan Agreement ”) (the loan agreement, as amended by the Parties from time to time, is hereinafter referred to as the “ Loan Agreement ”);

(B)            In order to guarantee the fulfilment of the obligations under the Loan Agreement, by way of a deed executed on 29 th  September 2008 by and between Unicredit, as secured creditor, and Arcotronics Industries S.r.l., as mortgagor, with the parties’ signatures being authenticated by Notary Carlo Vico (directory No. 110205/29959), duly registered, a first ranking mortgage registered on 1 October 2008 at the articles 11314 and a second ranking mortgage (among other securities) registered on 1 October 2008 at the articles 11315 were raised in favour of the Lending Party over real estate located in Vergato, Sasso Marconi, and Monghidoro (hereinafter referred to as the “ Mortgages ”);

(C)           The Parties acknowledge that the conditions precedent to the effectiveness of the Second Amendment to the Loan Agreement have been fulfilled within the time frames provided for therein and, as a consequence, the Second Amendment to the Loan Agreement is fully valid and effective;

(D)           The Parties intend to amend the Loan Agreement in accordance with the terms and subject to the conditions set forth here below.

Now, therefore, the Parties hereby agree as follows:

1.             Interpretation

In this Amendment Deed:

1.1            For the purposes of this agreement, all capitalised terms that are not otherwise defined in other sections of this agreement shall have the meanings ascribed to them in the Loan Agreement.

1.2            The recitals and the annexes form an integral and substantial part of this agreement, shall be deemed as valid and effective covenants, and shall therefore be fully binding upon the Parties, their successors and/or assignees.

1.3            The headings of the articles and of the annexes to this agreement have been included for convenience only, and shall not be taken into consideration for the purpose of interpreting the relevant articles and annexes.

2.             Additions and amendments to the Loan Agreement

The Parties hereby agree to amend the Loan Agreement as follows:

A.             The Parties hereby agree to replace article 7 ( Ordinary Repayment ) with the following article:

“ 7. ORDINARY REPAYMENT

The Beneficiary hereby undertakes to fully repay each Facility by principal instalments with a