Exhibit 10.1
TERM LOAN AGREEMENT
This Term Loan Agreement (the "Agreement"), dated as of September 28, 2006, is
between Power-One, Inc., a Delaware corporation ("Borrower"), PWER Bridge, LLC,
a Nevada limited liability company ("Lender"), and, with respect to Section 1.7,
Stephens Investment Holdings, LLC, an Arkansas limited liability company
("Guarantor").
SECTION 1
LOAN TERMS
1.1.
AMOUNT AND PURPOSE.
LENDER WILL MAKE A LOAN
TO BORROWER IN THE PRINCIPAL AMOUNT OF FIFTY MILLION DOLLARS ($50,000,000) (THE
"LOAN") TO BE USED FOR FUNDING A PORTION OF THE ACQUISITION BY BORROWER OR AN
AFFILIATE THEREOF CONTEMPLATED BY THAT CERTAIN AGREEMENT OF PURCHASE AND SALE
BETWEEN BORROWER AND MAGNETEK, INC. OF EVEN DATE HEREWITH (THE "PURCHASE
AGREEMENT").
THE LOAN IS NOT REVOLVING.
ANY AMOUNT REPAID MAY NOT BE
REBORROWED. THE CLOSING OF THE LOAN (THE "LOAN CLOSING") WILL OCCUR
CONTEMPORANEOUSLY WITH THE CLOSING (AS SUCH TERM IS DEFINED IN THE PURCHASE
AGREEMENT). IF THE PURCHASE AGREEMENT TERMINATES FOR ANY REASON, THEN THIS
AGREEMENT SHALL TERMINATE CONCURRENTLY THEREWITH.
1.2.
PROMISSORY NOTE.
THE LOAN WILL BE EVIDENCED
BY A PROMISSORY NOTE (THE "NOTE") PAYABLE TO LENDER IN THE ORIGINAL PRINCIPAL
AMOUNT OF THE LOAN.
1.3.
DOCUMENTATION.
AT OR PRIOR TO THE LOAN
CLOSING, BORROWER MUST DELIVER THE FOLLOWING DOCUMENTS AND OTHER ITEMS, EXECUTED
AND ACKNOWLEDGED AS APPROPRIATE, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO LENDER:
(A)
THE NOTE;
(B)
EVIDENCE OF BORROWER'S DUE FORMATION AND
GOOD STANDING, AS WELL AS DUE AUTHORIZATION AND EXECUTION OF THE LOAN DOCUMENTS;
(C)
A LOAN FEE (THE "LOAN FEE") IN THE AMOUNT
OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000);
(D)
ALL REASONABLE OUT-OF-POCKET CLOSING COSTS
INCURRED BY LENDER IN CONNECTION WITH THE CLOSING OF THE LOAN (PROVIDED THAT
LENDER GIVES BORROWER A REASONABLY ITEMIZED ESTIMATE THEREOF AT LEAST THREE
BUSINESS DAYS BEFORE CLOSING); AND
(E)
A LEGAL OPINION LETTER FROM BORROWER'S
COUNSEL SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT A.
1.4.
LOAN DOCUMENTS.
THIS AGREEMENT AND THE NOTE
ARE REFERRED TO AS THE "LOAN DOCUMENTS."
1.5.
DISBURSEMENT PROCEDURES.
LENDER WILL DISBURSE
THE LOAN PROCEEDS TO AN ACCOUNT DESIGNATED BY BORROWER AT THE LOAN CLOSING.
1.6.
MAINTENANCE FEE.
ONE THE FIRST (1ST)
ANNIVERSARY OF THE LOAN CLOSING, BORROWER SHALL PAY TO LENDER A MAINTENANCE FEE
IN AN AMOUNT EQUAL TO ONE PERCENT (1%) OF THE OUTSTANDING PRINCIPAL BALANCE OF
THE LOAN AS OF SUCH DATE.
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1.7.
GUARANTY OF LENDER'S OBLIGATIONS.
GUARANTOR
UNCONDITIONALLY GUARANTEES THE PAYMENT AND PERFORMANCE BY LENDER OF ALL OF
LENDER'S OBLIGATIONS HEREUNDER (THE "OBLIGATIONS") FOR THE BENEFIT OF BORROWER
AND ITS ASSIGNEES.
BORROWER OR ITS ASSIGNEE MAY PROCEED DIRECTLY AGAINST
GUARANTOR FOR ANY FUNDING OBLIGATION OR MONETARY DAMAGE CLAIMED HEREUNDER
WITHOUT FIRST PROCEEDING AGAINST LENDER. GUARANTOR AGREES THAT ITS OBLIGATIONS
HEREUNDER ARE IRREVOCABLE, ABSOLUTE, INDEPENDENT AND UNCONDITIONAL AND SHALL NOT
BE SUBJECT TO ANY LIMITATION, IMPAIRMENT OR DISCHARGE FOR ANY REASON, INCLUDING
ANY CIRCUMSTANCE WHICH CONSTITUTES A LEGAL OR EQUITABLE DISCHARGE OF A GUARANTOR
OR SURETY OTHER THAN INDEFEASIBLE PERFORMANCE IN FULL OF THE OBLIGATIONS.
GUARANTOR HEREBY WAIVES NOTICE OF ACCEPTANCE OF THIS GUARANTY,