8.07(j)
Loan Parties
8.07(j)
Losses
7.01
NYSE
2.01(c(ii)
NYSE Letter
2.01(c(iii)
iii
Term
Section
Option
8.07(k)
Other Noteholders
Recitals
Parent Statement With Respect to Shares
Recitals
Parent Preferred Stock
Recitals
Parent Preferred Issuance Date
3.02(a)(ii)
Parity Stock
8.07(l)
Permitted Transactions
8.07(m)
Person
8.07(n)
Proxy Date
3.02(a(i)
Proxy Statement
3.02(a)(i)
Registration Rights Agreement
3.09
Representative
8.07(o)
Restructuring Transactions
8.07(p)
Sale Notice
3.11(a)
Sale of the Business
8.07(q)
SEC
3.02(a(i)
Securities Act
2.01(f)
Senior Stock
8.07(r)
Singapore Borrower
Preamble
Special Meeting
3.02(a)(i)
Subsidiary
8.07(s)
Subsidiary Amount
8.09(d)
Takeover Statutes
8.07(t)
Taxes
8.09(e)
Tax Return
8.09(f)
Technitrol
Recitals
Termination Date
7.01(d)
Termination Fee
8.03(f(i)
Top-Up Option
3.11(a)
Top-Up Option Shares
3.11(a)
Top-Up Rightholder
3.11(b)
Top-Up Rightholder Option Period
3.11(b)
Top-Up Sale Pro Rata Portion
8.07(u)
Transaction Shares
3.06(a)
Voting and Support Agreement
2.01(j)
Warrant
Recitals
Warrant Shares
Recitals
EXHIBIT A FORM OF WARRANT EXHIBIT B FORM OF AMENDMENT TO ARTICLES OF
INCORPORATION EXHIBIT C
[RESERVED] EXHIBIT D VOTING AND SUPPORT AGREEMENT
EXHIBIT E REGISTRATION RIGHTS AGREEMENT EXHIBIT F OPINIONS OF COUNSEL
iv
INVESTMENT AGREEMENT dated as of November 7, 2012 (this "Agreement"), between
Pulse Electronics Corporation, a Pennsylvania corporation (the "Company"),
Technitrol Delaware, Inc. ("Technitrol"), a Delaware corporation, the investors
identified on the signature pages hereto (the "Investors"), and solely for
purposes of Sections 2.02, 4.05 and 8.09, Pulse Electronics (Singapore) Pte.
Ltd. ("Singapore Borrower").
WHEREAS, for the consideration stated herein and subject to the terms hereof,
the Investors desire (a) to make Term A Loans to the Borrowers (as each such
term is defined in the Credit Agreement) on the terms and conditions set forth
in the Credit Agreement, and (b) to surrender an aggregate of $27,685,000
principal amount of the Company's 7.0% Convertible Senior Notes (the
"Convertible Notes") on the terms and conditions set forth in the Credit
Agreement in exchange for notes in respect of the Term B Loans (as defined in
the Credit Agreement);
WHEREAS, in exchange for the Term A Loans, the Term B Loans and the exchange of
the Convertible Notes described herein, the Company and Technitrol desire (a) to
issue to the Investors notes in respect of the Term A Loans and Term B Loans,
(b) to issue to the Investors a warrant in the form set forth on Exhibit A (the
"Warrant") to purchase from Technitrol, a wholly owned Subsidiary of the
Company, an aggregate of 248 shares of common stock, par value $0.01 per share,
of Technitrol (the "Warrant Shares"), which Warrant shall automatically
terminate upon the issuance of the Parent Preferred Stock as described below,
(c) to issue to the Investors an aggregate of 36,729,182 shares of the Company's
common stock, par value $0.125 per share (the "Common Stock") and, (d) upon the
satisfaction of certain conditions set forth herein, to issue to the Investors
1,000 shares of Parent Preferred Stock, which shares of Parent Preferred Stock
shall be, assuming 100% participation by the Other Noteholders in the Exchange
Offer as described below, convertible into an aggregate of 107,542,754 shares of