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 


 


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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 and all references
to such section, whether direct or indirect, in any term, condition, limitation
or other provision in the Pledge Agreement, are deleted, and such sections and
references shall be of no further force or effect.


 


(e)           Sections 6(y) of
the Pledge Agreement is deleted in its entirety and such section shall be replaced
with the phrase “[Intentionally omitted]; and”, and any and all references to
such sections, whether direct or indirect, in any term, condition, limitation
or other provision in the Pledge Agreement, are deleted, and such sections and
references shall be of no further force or effect.


 


(f)            The following is
hereby added as a new Section 30 to the Pledge Agreement:


 


“SECTION 30.     Releases.  If any of
the Pledged Collateral is sold, transferred or otherwise disposed of by any Pledgor
in a transaction that is not prohibited by the Indenture, then the Lien thereon
and security interest therein (but not in any of the proceeds thereof) arising
under Section 2 hereof automatically shall be released without further
action by the Collateral Agent, any Holder or any other Person, and the Collateral
Agent, at the request and sole expense of such Pledgor, shall execute and
deliver to such Pledgor all releases or other documents reasonably necessary or
desirable to effect or evidence such  release of the Liens and security interests created
hereby on or in such Pledged Collateral.”


 


(g)           The following is
hereby added as a new Section 31 to the Pledge Agreement:


 


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“SECTION 31.     Lien
Sharing.  The Collateral Agent hereby agrees that, to the extent that the Company
or any of its Subsidiaries incurs any Indebtedness that is secured equally and
ratably by Liens on the Collateral, it shall (i) enter into with the
holders of such Indebtedness (or any agent or trustee on behalf of such
holders) an intercreditor agreement on customary terms providing for, among
other things, such Indebtedness to be secured equally and ratably with the
Liens of the Collateral Agent on the Collateral and voting rights with respect
to Collateral matters to be determined on a ratable basis based on the
aggregate amount of obligations owing under the Indenture Documents and to the
holders of such Indebtedness (or any agent or trustee on behalf of such
holders) and (ii) agree to such amendments to this Agreement as are
required to provide for the sharing of the Collateral.”


 


ARTICLE TWO


 


Section 2.1            Effective
Date of This Amendment.


 


This
Amendment shall be effective as of the date first written above.


 


Section 2.2            Pledge
Agreement Ratified.


 


Except
as hereby otherwise expressly provided, the Pledge Agreement, as modified by
this Amendment, is in all respects ratified and confirmed, and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.


 


Section 2.3            Counterparts.


 


This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.


 


Section 2.4            Collateral
Agent Not Responsible.


 


The
recitals contained herein shall be taken as the statements of the Company and
the Collateral Agent assumes no responsibility for their correctness.  The Collateral Agent makes no representation
as to the validity or sufficiency of this Amendment.


 


Section 2.5            Definitions
and Terms.


 


Unless
otherwise defined herein, all capitalized terms used but not defined herein
shall have the meanings assigned to such terms in the Pledge Agreement.


 


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Section 2.6            Governing
Law.


 


This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York.


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed as of the day and year first above written.


 


	
   

  	
  PLEDGORS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  POWER-ONE, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Richard J. Thompson

  
	
   

  	
  Name:

  	
  Richard J. Thompson

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  P-O DELAWARE, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Richard J. Thompson

  
	
   

  	
  Name:

  	
  Richard J. Thompson

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PAI CAPITAL LLC, a Delaware limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Linda C. Heller

  
	
   

  	
  Name:

  	
  Linda C. Heller

  
	
   

  	
  Title:

  	
  Sole Legal Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HC POWER, INC., a California corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Richard J. Thompson

  
	
   

  	
  Name:

  	
  Richard J. Thompson

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  P-O NEVADA CORP., a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Richard J. Thompson

  
	
   

  	
  Name:

  	
  Richard J. Thompson

  
	
   

  	
  Title:

  	
  President 

  
					



 

















 


	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON TRUST 

  COMPANY, N.A., as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
       /s/ Teresa Petta

  
	
   

  	
  Name:

  	
  Teresa Petta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACKNOWLEDGED BY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
       /s/ I-San Ko

  
	
   

  	
  Name:

  	
  I-San Ko

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BNY MELLON CORPORATE TRUSTEE 

  SERVICES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
       /s/ Paul Cattermole

  
	
   

  	
  Name:

  	
  Paul Cattermole

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON TRUST 

  COMPANY (CAYMAN) LIMITED

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
       /s/ [illegible]

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 

















 


	
   

  	
  THE BANK OF NEW YORK (LUXEMBOURG) S.A. — ITALIAN
  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
      /s/
  Adriana Perelli

  
	
   

  	
  Name:

  	
  Adriana Perelli

  
	
   

  	
  Title:

  	
  General Manager