8% SENIOR SECURED CONVERTIBLE NOTES DUE 2013Indenture • June 18th, 2008 • Power One Inc • Electronic components, nec • New York
INDENTURE, dated as of June 17, 2008, between POWER-ONE, INC., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 740 Calle Plano, Camarillo, California, and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
75,000,000 Power-One, Inc. Senior Secured Convertible Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • June 18th, 2008 • Power One Inc • Electronic components, nec • New York
Other Material Terms: See the Preliminary Offering Memorandum dated June 11, 2008 for a description of other material terms relating to the notes, including without limitation their ranking, the security package, adjustment of the conversion rate (including pursuant to a reset provision and pursuant to anti-dilution provisions, and possible limitations on these adjustments under Nasdaq Global Market Rules), limitations on beneficial ownership, fundamental change repurchase rights of holders, rights to participate in future equity offerings, certain covenants relating to the notes, events of default and circumstances under which additional interest may be paid on the notes
PLEDGE AND SECURITY AGREEMENT made by POWER-ONE, INC. and EACH OTHER PLEDGOR HEREUNDER in favor of THE BANK OF NEW YORK TRUST COMPANY, N.A., as Collateral AgentPledge and Security Agreement • June 18th, 2008 • Power One Inc • Electronic components, nec • New York
WHEREAS, pursuant to (i) that certain Indenture dated as of June 17, 2008 (as such Indenture may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”) among The Bank of New York Trust Company, N.A., as Trustee for the Holders (as defined in the Indenture) (in such capacity, the “Trustee”), the Company, as Issuer, and (ii) the Purchase Agreement dated as of June [ ], 2008 (as such Purchase Agreement may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) among the Company, and Lehman Brothers Inc., as Initial Purchaser, the Company issued the 8.0% Senior Secured Notes due 2013 (the “Notes”), and (iii) the terms of a Security Agreement dated as of June 17, 2008 (as further amended, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used in this Agreement without definition have the respective meanings assigned such terms in the Se
