Exhibit
10.2


 


AMENDED
AND RESTATED


 


PROMISSORY
NOTE


 




	
  $50,000,000

  	
   

  	
  Las Vegas, Nevada

  	
   

  	
  March 6, 2008

  






 


 


FOR VALUE RECEIVED, Power-One, Inc., a Delaware
corporation (“Borrower”) hereby promises to pay to PWER Bridge, LLC, a
Nevada limited liability company (together with any and all of its successors
and assigns and/or any other holder of this Note, “Lender”), without
offset, in immediately available funds in lawful money of the United States of
America, at 1111 West Bonanza, Las Vegas, Nevada, 89106, or such other place as
is designated by Lender from time to time, the principal sum of Fifty Million
Dollars ($50,000,000), together with interest on the unpaid principal balance
of this Note from day to day outstanding as hereinafter provided.  This promissory note (this “Note”) is the
Note referenced in that certain Amended and Restated Term Loan Agreement dated March 6,
2008 by and between Borrower and Lender (the “Loan Agreement”).  Capitalized terms used herein without
definition but that are defined in the Loan Agreement shall have the meaning
given to such terms in the Loan Agreement.


 


1.             Payment
Schedule and Maturity Date.  The
entire principal balance of this Note then unpaid shall be due and payable in
full on April 30, 2010 (the “Maturity Date”), the final maturity of
this Note.  Accrued unpaid interest shall
be due and payable on first day of each succeeding month after the date hereof
until all principal and accrued interest owing on this Note shall have been
fully paid and satisfied.


 


2.             Interest.


 


a.             Interest
Rate.  Interest on the outstanding
principal balance of this Note shall accrue at the per annum interest rate of
twelve percent (12%) (the “Note Rate”).


 


b.             Computations
and Determinations.  All interest
shall be computed on the basis of a year of 360 days and paid for the actual
number of days elapsed (including the first day but excluding the last
day).  Lender shall determine each
interest rate applicable to any and all of the indebtedness to Lender evidenced,
governed or secured by or arising under this Note or any other Loan Document
(the “Indebtedness”), in accordance with this Note, and its
determination thereof shall be conclusive in the absence of manifest
error.  The books and records of Lender
shall be prima  facie evidence of all sums owing to Lender from
time to time under this Note, but the failure to record any such information
shall not limit or affect the obligations of Borrower under the Loan Documents.


 


c.             Past
Due Rate.  Any principal of, and to
the extent permitted by applicable law, any interest on this Note, and any
other sum payable hereunder, which is not paid when due shall bear interest,
from the date due and payable until paid, payable on demand, at a rate per
annum (the “Past Due Rate”) equal to the then-applicable Note Rate plus
three percent (3%).


 


3.             Prepayment.  Borrower may prepay the principal balance of
this Note, in full at any time or in part from time to time, without fee,
premium or penalty, provided that:  (a) Lender
shall have actually received from Borrower prior written notice of (i) Borrower’s
intent to 


 

















 


prepay, (ii) the amount
of principal which will be prepaid (the “Prepaid Principal”), and (iii) the
date on which the prepayment will be made; (b) each prepayment shall be in
the amount of $1,000,000 or a larger integral multiple of $100,000 (unless the
prepayment retires the outstanding balance of this Note in full); and (c) each
prepayment shall be in the amount of 100% of the Prepaid Principal, plus
accrued unpaid interest thereon to the date of prepayment.


 


4.             Certain
Provisions Regarding Payments.  All
payments made as scheduled on this Note shall be applied, to the extent
thereof, to late charges, to accrued but unpaid interest, unpaid principal, and
any other sums due and unpaid to Lender under the Loan Documents or the
Collateral Documents, in such manner and
order as Lender may elect in its sole discretion.  All permitted prepayments on this Note shall
be applied as directed by Borrower or, if no such direction is given and as to
any other types of payments, to the extent thereof, to accrued but unpaid
interest on the amount prepaid, to the remaining principal installments, and
any other sums due and unpaid to Lender under the Loan Documents or the
Collateral Documents, in such manner and order as Lender may elect in its sole
discretion, including but not limited to application to principal installments
in inverse order of maturity. 
Remittances in payment of any part of the indebtedness other than in the
required amount in immediately available U.S. funds shall not, regardless of
any receipt or credit issued therefor, constitute payment until the required
amount is actually received by Lender in immediately available U.S.  funds and shall be made without offset, demand,
counterclaim, deduction, or recoupment (each of which is hereby waived) and
accepted subject to the condition that any check or draft may be handled for
collection in accordance with the practice of the collecting bank or
banks.  Acceptance by the holder hereof
of any payment in an amount less than the amount then due on any indebtedness
shall be deemed an acceptance on account only, notwithstanding any notation on
or accompanying such partial payment to the contrary, and shall not in any way
excuse the existence of a Default.


 


5.             Defaults.


 


a.             Upon
the occurrence of an Event of Default, Lender shall have the right to declare
the unpaid principal balance and accrued but unpaid interest on this Note, and all other amounts due
hereunder and under the other Loan Documents and under the Collateral
Documents, at once due and payable (and upon such declaration, the same shall
be at once due and payable) and
to exercise any of its other rights, powers and remedies under this Note, under
any other Loan Document, under any Collateral Document, or at law or in equity.


 


b.             All
of the rights, remedies, powers and privileges (together, “Rights”) of
Lender provided for in this Note and in any other Loan Document or in any
Collateral Document are cumulative of each other and of any and all other
Rights at law or in equity.  The resort
to any Right shall not prevent the concurrent or subsequent employment of any
other appropriate Right.  No single or
partial exercise of any Right shall exhaust it, or preclude any other or
further exercise thereof, and every Right may be exercised at any time and from
time to time.  No failure by Lender to
exercise, nor delay in exercising any Right, including but not limited to the
right to accelerate the maturity of this Note, shall be construed as a waiver
of any Event of Default or as a waiver of any Right.  Without limiting the generality of the
foregoing provisions, the acceptance by Lender from time to time of any payment
under this Note which is past due or which is less than the payment in full of
all amounts due and payable at the time of such 


 

















 


payment, shall not (i) constitute
a waiver of or impair or extinguish the right of Lender to accelerate the
maturity of this Note or to exercise any other Right at the time or at any subsequent time, or nullify any prior
exercise of any such Right, or (ii) constitute a waiver of the requirement
of punctual payment and performance or a novation in any respect.


 


c.             If
any holder of this Note retains an attorney in connection with any Event of
Default or at maturity or to collect, enforce or defend this Note or any other
Loan Document or any Collateral Document in any lawsuit or in any probate,
reorganization, bankruptcy, arbitration or other proceeding, or if Borrower
sues any holder in connection with this Note or any other Loan Document or any
Collateral Document, then Borrower agrees to pay to each such holder, in
addition to principal, interest and any other sums owing to Lender hereunder
and under the other Loan Documents and under the Collateral Documents, all
reasonable out of pocket costs and expenses incurred by such holder in trying
to collect this Note or in any such suit or proceeding, including, without
limitation, reasonable out of pocket attorneys’ fees and expenses,
investigation costs and all court costs, whether or not suit is filed hereon,
whether before or after the Maturity Date, or whether in connection with
bankruptcy, insolvency or appeal, or whether collection is made against
Borrower or any guarantor or
endorser or any other person primarily or secondarily liable hereunder.


 


6.             Commercial
Purpose.  Borrower warrants that the
Loan is being made solely for the purposes set forth in Section 1.1 of the
Loan Agreement, and/or Borrower is a business or commercial organization.  Borrower further warrants that all of the
proceeds of this Note shall be used for commercial purposes and stipulates that
the Loan shall be construed for all purposes as a commercial loan, and is made
for other than personal, family, household or agricultural purposes.


 


7.             Heirs,
Successors and Assigns.  The terms of
this Note and of the other Loan
Documents shall bind and inure to the benefit of the heirs, devisees,
representatives, permitted successors and assigns of the parties.  The foregoing sentence shall not be construed
to permit Borrower or Lender to assign the Loan except as otherwise permitted
under the Loan Documents.  To the extent
permitted under the Loan Agreement, Lender may, at any time, sell, transfer, or
assign this Note and the other Loan Documents, and any or all servicing rights
with respect thereto, or grant participations therein or issue mortgage
pass-through certificates or other securities evidencing a beneficial interest
in a rated or unrated public offering or private placement.


 


8.             General
Provisions.  Borrower and all
sureties, endorsers, guarantors and any other party now or hereafter liable for
the payment of this Note in whole or in part, hereby severally (a) waive
demand, presentment for payment, notice of dishonor and of nonpayment, protest,
notice of protest, notice of intent to accelerate, notice of acceleration and
all other notices (except any notices which are specifically required by this
Note or any other Loan Document), filing of suit and diligence in collecting
this Note or enforcing any of the security herefor; (b) agree that Lender
shall not be required first to institute suit or exhaust its remedies hereon
against Borrower or others liable or to become liable hereon or to perfect or
enforce its rights against them or any security herefor; and (c) consent
to any extensions or postponements of time of payment of this Note for any
period or periods of time and to any partial payments, before or 


 

















 


after maturity, and to any
other indulgences with respect hereto, without notice thereof to any of them.


 


9.             Time
of the Essence.  Time is of the
essence with respect to Borrower’s obligations under this Note.


 


10.           Severability.  If it is determined by a court of competent
jurisdiction, government action or binding arbitration that any provision of
this Note (or part thereof) is invalid, illegal, or otherwise unenforceable in
any jurisdiction, such provision shall be enforced in such jurisdiction as
nearly as possible in accordance with the stated intention of the parties,
while the remainder of this Note shall remain in full force and effect and bind
the parties according to its terms, and any such determination shall not
invalidate or render unenforceable such provision in any other
jurisdiction.  By way of clarification,
in no event will the interest due hereunder exceed the maximum amount permitted
under applicable law.  To the extent any
provision of this Note (or part thereof) cannot be enforced in accordance with
the stated intentions of the parties, such provision (or part thereof) shall be
deemed not to be a part of this Note; provided that in such event the parties
shall use their reasonable efforts to negotiate, in good faith, a substitute,
valid and enforceable provision which most nearly effects the parties’ intent
in entering into this Note.


 


11.           Modification;
Amendment.  No modification of, or
amendment to, this Note shall be effective unless in writing signed by both
parties.  This Note shall not be
supplemented or modified by any course of dealing or other trade usage.


 


12.           Headings.  All section headings are for convenience only
and shall not be construed as part of this Note or as a limitation or expansion
of the scope of the sections to which they refer.


 


13.           Choice
of Law; Venue.  This Note is governed
by Nevada law without regard to conflicts of laws principals.  Any action brought hereunder or in connection
with the Loan Documents shall be brought in the state or federal courts located
in Clark County, Nevada.  Each party
waives any claim of inconvenient forum.


 


13.           Notices.  All notices shall be sent as set forth in the
Loan Agreement.


 


SIGNATURE PAGE FOLLOWS.


 

















 


IN WITNESS WHEREOF, Borrower has duly executed this
Note as of the date first above written.


 


	
  BORROWER:

  
	
   

  
	
  Power-One, Inc., 

  a Delaware corporation

  
	
   

  
	
  By:

  	
  /s/ R. HOLLIDAY

  
	
   

  	
  Name:

  	
  Randall H. Holliday

  
	
   

  	
  Title:

  	
  Secretary

  



 


Solely for the purpose of
satisfying the provisions of Section 11 of that certain Promissory Note,
dated as of October 23, 2006, payable by the Borrower to the Lender in the
principal amount of Fifty Million Dollars ($50,000,000), Lender hereby
acknowledges that Lender has agreed to the terms of this Amended and Restated
Promissory Note.


 


	
  LENDER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PWER Bridge, LLC,

  	
   

  	
   

  
	
  a Nevada limited liability
  company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  By:

  	
  /s/ WILLIAM B. KEISLER

  
	
   

  	
  Name: 

  	
  William B. Keisler

  
	
   

  	
  Title:

  	
  Authorized Representative