SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 5 TO

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

KEMET CORPORATION(NAME OF SUBJECT COMPANY (ISSUER))

KEMET CORPORATION(NAME OF FILING PERSON (ISSUER))

2.25% Convertible Senior Notes due 2026
(Title of Class of Securities)

488360 AA6
488360 AB4
(CUSIP Number of Class of Securities)

William M. Lowe, Jr.
Executive Vice President and Chief Financial Officer
KEMET Corporation
2835 KEMET Way
Simpsonville, South Carolina 29681
(864) 963-6300
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)

With a copy to:

H. Kurt von Moltke, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2200

CALCULATION OF FILING FEE:

Transaction Value(*)	Amount of Filing Fee
$70,415,625	$3,931

(*)Calculated solely for purpose of determining the amount of the filing fee and based upon a purchase of $175,000,000 principal amount of 2.25% Convertible Senior Notes due 2026 plus accrued and unpaid interest at the tender offer price of $400 per $1,000 principal amount. The amount of the filing fee, $55.80 for each $1,000,000 of value, was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended.

xCheck box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	$3,931	Filing party:	KEMET Corporation
Form or Registration No.:	SC TO-I	Date filed:	May 5, 2009

oCheck box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

o	third party tender offer subject to Rule 14d-1	o	going-private transaction subject to Rule 13e-3
x	issuer tender offer subject to Rule 13e-4	o	amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 5 (the “Amendment”) to the Tender Offer Statement on Schedule TO (the “Schedule TO”) is filed by KEMET Corporation (the “Company”), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer (as amended or supplemented, the “Tender Offer”) to purchase for cash any and all outstanding 2.25% Convertible Senior Notes due 2026 (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 5, 2009, as amended by Amendment No. 1 to the Schedule TO filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 19, 2009, by Amendment No. 2 to the Schedule TO filed by the Company with the SEC on June 3, 2009, by Amendment No. 3 to the Schedule TO filed by the Company with the SEC on June 8, 2009, by Amendment No. 4 to the Schedule TO filed by the Company with the SEC on June 15, 2009 and by this Amendment (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), which are Exhibits (a)(1)(i) and (a)(1)(ii) to this Schedule TO, respectively.  Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Offer to Purchase.  Except as set forth in this Amendment, the terms of the Tender Offer remain the same as set forth in the Offer to Purchase.

The Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended. The information in the Offer to Purchase and the Letter of Transmittal is incorporated by reference in the Schedule TO to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.  All references herein to page numbers and sections in the Offer to Purchase refer to page numbers and sections in that document as it was filed with the SEC as exhibit (a)(1)(i) to the Schedule TO on May 5, 2009.

Item 1.            Summary Term Sheet.

The Offer to Purchase, the Letter of Transmittal and Item 1 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented by adding the following language thereto:

(i)  “Amendment to Minimum Tender Condition; Extension of Expiration Date

On June 22, 2009, the Company issued a press release announcing that it is decreasing the Minimum Tender Condition pursuant to the Tender Offer from $122,500,000 in aggregate principal amount of Notes (representing 70% of the outstanding Notes) being validly tendered and not validly withdrawn to $87,500,000 in aggregate principal amount of Notes (representing 50% of the outstanding Notes) being validly tendered and not validly withdrawn. In addition, the Company announced that it is extending the Expiration Date from 11:59 p.m., New York City time, on June 19, 2009 to 11:59 p.m., New York City time, on June 26, 2009. Holders may withdraw tendered Notes at any time on or before the Expiration Date, as extended.  The Company further announced that following these changes to the Minimum Tender Condition and the Expiration Date, it will not make any further changes to the Tender Offer.

Accordingly, all references in the Offer to Purchase, the Letter of Transmittal and the Schedule TO to a Minimum Tender Condition of $122,500,000 in aggregate principal amount of Notes (representing 70% of the outstanding Notes) being validly tendered and not validly withdrawn shall instead be deemed to be references to a Minimum Tender Condition of $87,500,000 in aggregate principal amount of Notes (representing 50% of the outstanding Notes) being validly tendered and not validly withdrawn. Further, references to an Expiration Date of 11:59 p.m., New York City time, on June 19, 2009, shall instead be deemed to be references to an Expiration Date of 11:59 p.m., New York City time, on June 26, 2009.

Amendment to the Platinum Credit Facility

In connection with the reduction to the Minimum Tender Condition described above, on June 21, 2009, the Company and certain of its subsidiaries entered into an amendment (“Amendment No. 1”) to the Amended and Restated Credit Agreement with K Financing, LLC, an affiliate of Platinum Equity Capital Partners II, L.P., dated as of June 7, 2009 (the “Amended and Restated Credit Agreement”). Among other matters, Amendment No. 1 reduces the required minimum tender condition under the Amended and Restated Credit Agreement from $122,500,000 in aggregate principal amount of Notes (representing 70% of the outstanding Notes) being validly tendered and not validly withdrawn to $87,500,000 in aggregate principal

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amount of Notes (representing 50% of the outstanding Notes) being validly tendered and not validly withdrawn.”

(ii)  Amendment No. 4 to Schedule TO

The second full sentence appearing under the caption “Item 1. Summary Term Sheet” of Amendment No. 4 to the Schedule TO filed by the Company with the SEC on June 15, 2009, is amended and restated as follows:

“If the Tender Offer is successful, the Company will not be required to test compliance with these modified covenants at June 30, 2009 and believes that it will be in compliance with these modified covenants at September 30, 2009.”

The foregoing summary regarding the amendment to the Platinum Credit Facility is qualified in its entirety by reference to Amendment No. 1 to Amended and Restated Credit Agreement, a copy of which is filed as Exhibit (b)(2) to this Schedule TO, and which is incorporated herein by reference.

Item 4.            Terms of the Transaction.

The information provided in Item 1 is incorporated herein by reference into this Item 4.

Item 5.            Past Contracts, Transactions, Negotiations and Agreements.

The information provided in Item 1 is incorporated herein by reference into this Item 5.

Item 6.            Purposes of the Transaction and Plans or Proposals.

The information provided in Item 1 is incorporated herein by reference into this Item 6.

Item 7.            Sources and Amount of Funds or Other Consideration.

The information provided in Item 1 is incorporated herein by reference into this Item 7.

Item 11.          Additional Information.

The information provided in Item 1 is incorporated herein by reference into this Item 11.

Item 12.          Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(8)	Press Release, dated June 22, 2009.
(b)(2)	Amendment No.1 to Amended and Restated Credit Agreement entered into on June 7, 2009, by and among the Company, K Financing, LLC and the other parties thereto, dated June 21, 2009.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 22, 2009

KEMET CORPORATION
By:	/s/ William M. Lowe, Jr.
Name:	William M. Lowe, Jr.
Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(i)*	Offer to Purchase, dated May 5, 2009.
(a)(1)(ii)*	Form of Letter of Transmittal.
(a)(1)(iii)*	IRS Form W-9.
(a)(2)	None.
(a)(3)	None.
(a)(4)	None.
(a)(5)*	Press Release, dated May 5, 2009.
(a)(6)*	Press Release, dated June 3, 2009.
(a)(7)*	Press Release, dated June 8, 2009.
(a)(8)**	Press Release, dated June 22, 2009.
(b)(1)*	Amended and Restated Credit Agreement, dated as of June 7, 2009, by and among the Company, K Financing, LLC and the other parties thereto.
(b)(2)**	Amendment No.1 to Amended and Restated Credit Agreement entered into on June 7, 2009, by and among the Company, K Financing, LLC and the other parties thereto, dated June 21, 2009.
(d)(1)*	Indenture, dated as of November 1, 2006, between the Company and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.3 filed with the Company’s Registration Statement on Form S-3 (Registration No. 333-140943), filed with the Commission on February 28, 2007).
(d)(2)*	Registration Rights Agreement, dated as of November 1, 2006, by and among the Company and Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.2 filed with the Company’s Registration Statement on Form S-3 (Registration No. 333-140943), filed with the Commission on February 28, 2007).
(d)(3)*	1992 Executive Stock Option Plan, (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 Reg. No. 33-48056).
(d)(4)*	Amendment No. 1 to KEMET Corporation 1992 Key Employee Stock Option Plan effective October 23, 2000 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2000).
(d)(5)*	Form of Grant of Nonqualified Stock Option, dated April 6, 1992, by and between the registrant and each of the executives listed on the schedule attached thereto (incorporated by reference to Exhibit 10.12.1 to the Company’s Registration Statement on Form S-1 Reg. No. 33-48056).
(d)(6)*	1995 Executive Stock Option Plan by and between the registrant and each of the executives listed on the schedule attached hereto (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended March 31, 1996).
(d)(7)*	2004 Long-Term Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 Reg. No. 333-123308).
(d)(8)*	Form of Closing Warrant to K Financing, LLC for Purchase of Stock of the Company.
(d)(9)*	Form of Termination Warrant to K Financing, LLC for Purchase of Stock of the Company.
(d)(10)*	Form of Investor Rights Agreement, by and between the Company and K Financing, LLC.
(d)(11)*	Form of Corporate Advisory Services Agreement, by and between the Company and Platinum Equity Advisors, LLC.
(d)(12)*	Amendment Agreement to the Credit Line Agreement entered into on October 3, 2007 by and between UniCredit Corporate Banking S.p.A. and the Company, dated April 30, 2009.
(d)(13)*	Amendment to the Loan Agreement entered into on April 30, 2009, by and between UniCredit Corporate Banking S.p.A. and the Company, dated May 25, 2009.
(d)(14)*	Amendment to the Loan Agreement entered into on April 30, 2009, by and between UniCredit Corporate Banking S.p.A. and the Company, dated June 1, 2009.

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(d)(15)*	Commitment Letter to the Company by UniCredit Corporate Banking S.p.A., dated April 30, 2009.
(d)(16)*	Amendment to the Loan Agreement by and between UniCredit Corporate Banking S.p.A. and the Company Related to the Kemet Loan Agreement, dated April 30, 2009 (English translation).
(d)(17)*	Amendment to the Amendment Deed entered into on April 30, 2009 by and between UniCredit Corporate Banking S.p.A. and the Company, dated June 1, 2009 (English translation).
(g)	None.
(h)	None.

*Previously filed.

**Filed herewith.

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EX-99.(A)(8)

Exhibit (a)(8)

News Release

FOR IMMEDIATE RELEASE

Contact:	William M. Lowe, Jr.
	Executive Vice President and Chief Financial Officer
	billlowe@KEMET.com
	864-963-6484

KEMET DECREASES MINIMUM TENDER CONDITION AND EXTENDS EXPIRATION DATE OF ITS
TENDER OFFER

Greenville, South Carolina (June 22, 2009) — KEMET Corporation (KEME.OB), a leading manufacturer of the majority of capacitor types, including tantalum, multilayer ceramic, solid aluminum, plastic film, paper and electrolytic capacitors, today announced, in connection with its previously announced tender offer for its 2.25% Convertible Senior Notes due 2026 (CUSIP Nos. 488360 AA6 and 488360 AB4) (the “Notes”), that it is extending the expiration date from 11:59 p.m., New York City time, on June 19, 2009 to 11:59 p.m., New York City time, on June 26, 2009. Holders who have validly tendered and not validly withdrawn their Notes prior to the new expiration date of 11:59 p.m., New York City time, on June 26, 2009, including holders who tendered their Notes prior to today’s announcement, may withdraw tendered Notes at any time on or before the new expiration date.

KEMET also announced today that it is decreasing the minimum tender condition pursuant to the tender offer from $122,500,000 in aggregate principal amount of Notes (representing 70% of the outstanding Notes) being validly tendered and not validly withdrawn to $87,500,000 in aggregate principal amount of Notes (representing 50% of the outstanding Notes) being validly tendered and not validly withdrawn. KEMET further announced that following these changes to the minimum tender condition and the expiration date, it will not make any further changes to the tender offer.

In connection with the reduction to the minimum tender condition described above, on June 21, 2009, the Company and certain of its subsidiaries entered into an amendment to the Amended and Restated Credit Agreement with K Financing, LLC, an affiliate of Platinum Equity Capital Partners II, L.P. (the “Amended and Restated Platinum Credit Facility”). Among other matters, the amendment reduces the required minimum tender condition under the Amended and Restated Platinum Credit Facility from $122,500,000 in aggregate principal amount of Notes (representing 70% of the outstanding Notes) being validly tendered and not validly withdrawn to $87,500,000 in aggregate principal amount of Notes (representing 50% of the outstanding Notes) being validly tendered and not validly withdrawn.

Except for the new terms announced today, all terms and conditions of the tender offer remain unchanged.  The complete terms and conditions of the tender offer are set forth in KEMET’s Offer to Purchase, dated May 5, 2009, and the related Letter of Transmittal, each as amended and supplemented from time to time.

As of June 19, 2009 at 11:59 p.m., New York City time, approximately $90,417,000 in aggregate principal amount of Notes have been validly tendered and not validly withdrawn pursuant to the tender offer.

P.O. Box 5928, Greenville, South Carolina 29606 U.S.A.

Tel: 864.963.6300   Fax: 864.963.6521

KEMET has retained Deutsche Bank Securities Inc. to act as the dealer manager for the tender offer. D.F. King & Co. is the information agent and depositary for the tender offer. Questions regarding the tender offer should be directed to Deutsche Bank Securities Inc. at 1-800-503-4611 (U.S. toll-free). Requests for the Offer to Purchase and other documents relating to the tender offer may be directed to D.F. King & Co. at (212) 269-5550 (for banks and brokers only) or 1-800-431-9643 (U.S. toll-free).

Neither KEMET, any member of its board of directors, the dealer manager nor the information agent is making any recommendation to holders of Notes as to whether to tender or refrain from tendering their Notes pursuant to the tender offer. Holders of Notes must decide whether they will tender pursuant to the offer and, if so, how many Notes they will tender.

This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The tender offer is only being made pursuant to the tender offer documents, including the Offer to Purchase and the related Letter of Transmittal, each as amended and supplemented from time to time. The tender offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About KEMET

KEMET Corporation (KEME.OB) applies world-class service and quality to deliver industry-leading, high-performance capacitance solutions to its customers around the world. KEMET offers the world’s most complete line of surface-mount and through-hole capacitor technologies across tantalum, ceramic, film, aluminum, electrolytic, and paper dielectrics. Additional information about KEMET can be found at http://www.kemet.com.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about KEMET Corporation’s (the “Company”) financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

Factors that may cause actual outcome and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, the following: (i) the Company’s ability to consummate the tender offer for the Notes and accomplish its financing plan described in the Offer to Purchase; (ii) generally adverse economic and industry conditions, including a decline in demand for the Company’s products;  (iii) the ability to maintain sufficient liquidity to realize current operating plans; (iv) adverse economic conditions could cause further reevaluation of the fair value of the Company’s reporting segments and the write down of long-lived assets; (v) the cost and availability of raw materials; (vi) changes in the competitive environment of the Company;  (vii) economic, political, or regulatory changes in the countries in which the Company operates; (viii) the ability to successfully integrate the operations of acquired businesses; (ix) the ability to attract, train and

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retain effective employees and management; (x) the ability to develop innovative products to maintain customer relationships; (xi) the impact of environmental issues, laws, and regulations; (xii) the Company’s ability to achieve the expected benefits of its manufacturing relocation plan or other restructuring plan; (xiii) volatility of financial and credit markets which would affect access to capital for the Company; and (xiv) increased difficulty or expense in accessing capital resulting from the delisting of the Company’s common stock from the New York Stock Exchange. Other risks and uncertainties may be described from time to time in the Company’s reports and filings with the Securities and Exchange Commission.

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EX-99.(B)(2)

Exhibit (b)(2)

EXECUTION COPY

AMENDMENT NO. 1

TO

AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 21, 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, 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 in connection with extending the expiration date for the Tender Offer;

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 Third Recital to the Credit Agreement.  The third Recital to the Credit Agreement is hereby amended by (x) deleting the amount “$122,500,000” in the third line thereof and substituting the amount “$87,500,000” in lieu thereof and (y) deleting the phrase “seventy percent (70%)” in the fourth line thereof and substituting the phrase “fifty percent (50%)” in lieu thereof.

Section 2.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 clause (i) of the proviso thereto, and renumbering clauses (ii) and (iii) of the proviso thereto as “(i)” and “(ii),” respectively.

Section 3.Amendment of Section 5.14 of the Credit Agreement.  Section 5.14 of the Credit Agreement is hereby amended by (x) deleting the amount “$122,500,000” in the fifth line thereof and substituting the amount “$87,500,000” in lieu thereof and (y) deleting the phrase “seventy percent (70%)” in the sixth line thereof and substituting the phrase “fifty percent (50%)” in lieu thereof.

Section 4.Amendment of Section 5.15 of the Credit Agreement.  Section 5.15 of the Credit Agreement is hereby amended by inserting the following additional sentence at the end thereof:

“Borrower shall provide evidence reasonably satisfactory to Lender within thirty (30) days after the Closing Date that each insurance policy set forth on Schedule 3.19 complies with the requirements set forth in Section 5.04(b)(i) hereof.”

Section 5.Amendment of Section 6.10 of the Credit Agreement.  The table set forth in Section 6.10(a) of the Credit Agreement is hereby amended by deleting the third row thereof, commencing with the date “June 30, 2009.”

Section 6.Conditions Precedent.  This Amendment shall become effective upon satisfaction of each of the following conditions precedent:

(a)Lender shall have received all of the following, in form and substance satisfactory to Lender:

(i)Amendment Documents.  This Amendment and each other instrument, document or certificate required by the Administrative Agent, duly executed and delivered by Borrower, the Subsidiary Guarantors, Lender and any other person in connection with this Amendment; and

(ii)Additional Information.  Such additional documents, instruments and information as the Administrative Agent may reasonably request to effect the transactions contemplated hereby.

(b)The representations and warranties contained herein and in the Loan Documents shall be true and correct in all material respects as of the date hereof as if made on the date hereof (except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

(c)No Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment.

Section 7.Representations and Warranties.  Each Loan Party jointly and severally represents and warrants to Lender that, as of the date hereof and after giving effect to this Amendment, (a) all representations and warranties set forth in the Credit Agreement and in any other Loan Document are true and correct in all material respects as if made again on and as of such date (except those, if any, which by their terms specifically relate only to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date), (b) no Default or Event of Default has occurred and is continuing and (c) the Credit Agreement (as amended by this Amendment), and all other Loan Documents are and remain legal, valid, binding and enforceable obligations of the Loan Parties in accordance with the terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought in equity or at law).

Section 8.Survival of Representations and Warranties.  All representations and warranties made in this Amendment or any other Loan Document shall survive the execution and delivery of this Amendment, and no investigation by Lender shall affect the representations and warranties or the right of Lender to rely upon them.

Section 9.Acknowledgement by Lender.  Lender hereby acknowledges and agrees that consummation of the Tender Offer in accordance with the Tender Offer Documents, as amended from time to time prior to the date hereof and as to be further amended on the first Business Day following the date hereof by Borrower’s filing of Amendment No. 5 to the Schedule TO (in the form delivered by Borrower to Lender concurrently with Borrower’s execution and delivery hereof) with the

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Securities and Exchange Commission, will be satisfactory to Lender for purposes of Section 4.01(d)(iv) of the Credit Agreement.

Section 10.Reference to Agreement.  Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan Document under the Credit Agreement.

Section 11.Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Section 12.Execution.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or pdf shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 13.Limited Effect.  This Amendment relates only to the specific matters expressly covered herein, shall not be considered to be a waiver of any rights or remedies Lender may have under the Credit Agreement or under any other Loan Document, and shall not be considered to create a course of dealing or to otherwise obligate in any respect Lender to execute similar or other amendments or grant any waivers under the same or similar or other circumstances in the future.

Section 14.Severability.  Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 15.Entire Agreement.  This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof.

Section 16.Ratification by Subsidiary Guarantors.  Each of the Subsidiary Guarantors hereby acknowledges that its consent to this Amendment is not required, but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Amendment and to the documents and agreements referred to herein.  Each Subsidiary Guarantor agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, such Subsidiary Guarantor’s Guarantee shall remain in full force and effect without modification thereto and (ii) nothing herein shall in any way limit any of the terms or provisions of such Subsidiary Guarantor’s Guarantee or any other Loan Document executed by such Subsidiary Guarantor (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects.  Each Subsidiary Guarantor hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this Section 16.  Each Subsidiary Guarantor hereby further acknowledges that Borrower and Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from such Subsidiary Guarantor and

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without affecting the validity or enforceability of such Subsidiary Guarantor’s Guarantee or giving rise to any reduction, limitation, impairment, discharge or termination of such Subsidiary Guarantor’s Guarantee.

[The remainder of this page is intentionally left blank; signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

KEMET CORPORATION,
as Borrower
By:	/s/ William M. Lowe, Jr.
	Name:	William M. Lowe, Jr.
	Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

KEMET ELECTRONICS CORPORATION,
as a Subsidiary Guarantor
By:	/s/ William M. Lowe, Jr.
	Name:	William M. Lowe, Jr.
	Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

KEMET SERVICES CORPORATION,
as a Subsidiary Guarantor
By:	/s/ Conrado Hinojosa
	Name:	Conrado Hinojosa
	Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

KRC TRADE CORPORATION,
as a Subsidiary Guarantor
By:	/s/ William M. Lowe, Jr.
	Name:	William M. Lowe, Jr.
	Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

THE FOREST ELECTRIC COMPANY,
as a Subsidiary Guarantor
By:	/s/ C.C. Meeks, Jr.
	Name:	Charles C. Meeks, Jr.
	Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

KEMET ELECTRONICS (SUZHOU) CO., LTD.,
as a Subsidiary Guarantor
By:	/s/ William M. Lowe, Jr.
	Name:	William M. Lowe, Jr.
	Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

KEMET DE MEXICO, S.A. DE C.V.,
as a Subsidiary Guarantor
By:	/s/ William M. Lowe, Jr.
	Name:	William M. Lowe, Jr.
	Title:

(Signature Page to Amendment No. 1 to Credit Agreement)

K FINANCING, LLC,
as Lender
By:	/s/ Mary Ann Sigler
	Name:	Mary Ann Sigler
	Title:	Vice President

(Signature Page to Amendment No. 1 to Credit Agreement)