Exhibit 10.1
EXECUTION COPY
$75,000,000
Power-One, Inc.
Senior Secured Convertible Notes due 2013
PURCHASE AGREEMENT
June 12, 2008
LEHMAN BROTHERS INC.,
As Representative of the several
Initial Purchasers named in Schedule I attached hereto,
c/o Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
Power-One, Inc., a Delaware corporation (the "Company"), proposes, upon the
terms and conditions set forth in this agreement (this "Agreement"), to issue
and sell to you, as the initial purchasers (the "Initial Purchasers"),
$75,000,000 in aggregate principal amount of its Senior Secured Convertible
Notes due 2013 (the "Firm Securities").
The Firm Securities will (i) have terms
and provisions that are summarized in the Pricing Disclosure Package (as defined
below) and Offering Memorandum (as defined below) and (ii) are to be issued
pursuant to an Indenture (the "Indenture") to be entered into between the
Company and The Bank of New York Trust Company, N.A., as trustee (the
"Trustee").
The Company also proposes to issue and sell to the Initial
Purchasers not more than an additional $5,000,000 principal amount of Senior
Secured Convertible Notes due 2013 (the "Option Securities") if and to the
extent that you, as Representative of the Initial Purchasers, shall have
determined to exercise, on behalf of the Initial Purchasers, the right to
purchase such Senior Secured Convertible Notes due 2013 granted to the Initial
Purchasers in Section 3(a) hereof.
The Firm Securities and the Option
Securities are hereinafter collectively referred to as the "Securities".
The
Securities will be convertible into shares of common stock, par value $0.001 per
share ("Common Stock") of the Company (the shares of Common Stock into which the
Securities are convertible, the "Conversion Shares").
This is to confirm the
agreement concerning the purchase of the Securities from the Company by the
Initial Purchasers.
The Securities will be secured on a first priority basis by the security
documents listed in Schedule V hereto (collectively, the "Security Documents").
1.
PURCHASE AND RESALE OF THE SECURITIES.
THE SECURITIES WILL BE
OFFERED AND SOLD TO THE INITIAL PURCHASERS WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE ON AN
EXEMPTION THEREFROM.
THE COMPANY HAS PREPARED A
PRELIMINARY OFFERING MEMORANDUM, DATED JUNE 11, 2008 (THE "PRELIMINARY OFFERING
MEMORANDUM"), A PRICING TERM SHEET SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS
SCHEDULE II (THE "PRICING TERM SHEET") SETTING FORTH THE TERMS OF THE SECURITIES
OMITTED FROM THE PRELIMINARY OFFERING MEMORANDUM AND AN OFFERING MEMORANDUM,
DATED JUNE 12, 2008 (THE "OFFERING MEMORANDUM"), SETTING FORTH INFORMATION
REGARDING THE COMPANY AND THE SECURITIES. THE PRELIMINARY OFFERING MEMORANDUM,
AS SUPPLEMENTED AND AMENDED AS OF THE APPLICABLE TIME (AS DEFINED BELOW),
TOGETHER WITH THE PRICING TERM SHEET AND ANY OF THE DOCUMENTS LISTED OR
INFORMATION PRESENTED ON SCHEDULE III HERETO ARE COLLECTIVELY REFERRED TO AS THE
"PRICING DISCLOSURE PACKAGE." THE COMPANY HEREBY CONFIRMS THAT IT HAS AUTHORIZED
THE USE OF THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING DISCLOSURE PACKAGE
AND THE OFFERING MEMORANDUM IN CONNECTION WITH THE OFFERING AND RESALE OF