Exhibit 10.2
FIRST AMENDMENT TO
PLEDGE AND SECURITY
AGREEMENT
made by
POWER-ONE, INC.
and
EACH OTHER PLEDGOR
HEREUNDER
in favor of
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Collateral Agent
Dated as of May 8, 2009
THIS FIRST AMENDMENT TO THE PLEDGE
AND SECURITY AGREEMENT dated as of May 8, 2009 (the “
Amendment ”) among POWER-ONE, INC., a Delaware
corporation (the “ Company ”), each of THE
UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES of the Company (each,
a “ Subsidiary Pledgor ,” and collectively with
the Company, the “ Pledgors ”), in favor of THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association (in such capacity, together with successors and
assigns, the “ Collateral Agent ”).
WHEREAS, the Company and the
Collateral Agent are parties to an Indenture dated as of
June 17, 2008 (as amended or supplemented, the “
Indenture ”), which evidences and governs the issuance
of debt securities (the “ Securities ”) by the
Company in the aggregate principal amount of $80,000,000, of which
$63,000,000 are currently outstanding.
WHEREAS, the Company and the
Collateral Agent heretofore executed and delivered a Pledge and
Security Agreement dated as of June 17, 2008 (the “
Pledge Agreement ”) between the Company and the
Collateral Agent, pursuant to which the Pledgors granted security
interests in favor of the Collateral Agent, for the benefit of the
Holders, in the Pledged Collateral.
WHEREAS,
Section 13.01(b) of the Indenture provides that
the Holders of at least a majority principal amount of the
outstanding Securities may direct the Collateral Agent to amend,
modify or supplement the Pledge Agreement and/or to release Pledged
Collateral from the lien of the Pledge Agreement.
WHEREAS, the Company has obtained
the written consent to this Amendment from the Holders of at least
a majority in aggregate outstanding principal amount of the
Securities, and such Holders have directed the Collateral Agent to
enter into this Amendment for their benefit.
NOW, THEREFORE,
for and in consideration of the
foregoing premises, it is mutually covenanted and agreed as
follows:
ARTICLE ONE
Section 1.1.
Amendments to the Pledge Agreement .
(a)
Subsections (i) and (iii) of Section 6(a)
of the Pledge Agreement are each deleted in their entirety
and such subsections shall be replaced with the phrase
“[Intentionally omitted];”, and any and all references
to such subsections, whether direct or indirect, in any term,
condition, limitation or other provision in the Pledge Agreement,
are deleted, and such section and references shall be of no further
force or effect.
(b)
Subsection (ii) of Section 6(a) of the
Pledge Agreement is deleted in its entirety and shall be replaced
with the following:
“create or suffer to exist
any Lien (other than, for the avoidance of doubt, Permitted Liens)
upon or with respect to any of the Pledged Collateral, except
for
1
the security interest under this
Agreement, any other Indenture Document or in respect of any Pari
Passu Indebtedness that ranks equally and ratably with the security
interest under this Agreement in an aggregate principal amount
exceeding, when aggregated with the aggregate principal amount of
outstanding Notes, $80.0 million (the “ Cap ”);
provided, however, that, for a single period not to exceed six
consecutive months, the Cap may be increased to $120 million by
notice from the Company to Collateral Agent.”
(c)
Section 6(k) of the Pledge Agreement is deleted
in its entirety and shall be replaced with the
following:
“ not take any action that
could, or fail to take any action which failure could, reasonably
be expected to result in any one or more of the representations and
warranties set forth in Section 5 of this Agreement being
incorrect or inaccurate in any material respect when made;
”
(d)
Section 6(n) of the Pledge Agreement is deleted
in its entirety and such section shall be replaced with the phrase
“[Intentionally omitted];”, and any
