Exhibit

10.1




 




THIRD AMENDMENT TO CREDIT AGREEMENT




 




THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), is made and

entered into as of the 28th day of March, 2003 by and among MAGNETEK, INC., a

Delaware corporation (the “Borrower”), J-TEC, INC., an Ohio corporation

(“J-Tec”), MAGNETEK MONDEL HOLDINGS, INC., a Delaware corporation (“Mondel”),

MAGNETEK ADS POWER, INC., a Delaware corporation, (“Power”), MAGNETEK LEASING

CORPORATION, a Delaware corporation (“Leasing), MXT Holdings, Inc., an Illinois

corporation (“MXT” and, together with J-Tec, Mondel, Power and Leasing,

collectively, the “Guarantors”; the Borrower and the Guarantors hereinafter

collectively referred to as the “Obligors”), BANK ONE, KENTUCKY, NA, a national

banking association having an office in Louisville, Kentucky (“Bank One”), as

Administrative Agent for itself and other lenders party to the Credit Agreement

(defined below) (in such capacity, the “Administrative Agent”), WACHOVIA BANK,

NATIONAL ASSOCIATION (“Wachovia”), and THE PROVIDENT BANK (“Provident”) (herein

Bank One, Wachovia and Provident are collectively referred to as the

“Lenders”).




RECITALS:




 




A.            The Borrower and the Lenders entered into that certain

Credit Agreement dated as of June 17, 2002, as amended pursuant to that certain

First Amendment to Credit Agreement dated as of August 12, 2002 and that

certain Second Amendment to Credit Agreement dated as of September 17, 2002 (as

amended, the “Credit Agreement”).




 




B.            As of the close of the Borrower’s fiscal quarter ending

December 31, 2002, the Borrower was not in compliance with Sections 6.26.1 and

6.26.2 of the Credit Agreement.




 




C.            The Obligors have requested that the Lenders waive their

rights and remedies available under the Loan Documents, on account of (1) the

Existing Defaults, (2) any Default or Unmatured Default that may exist or occur

at any time during the Waiver Period (defined below) under Section 6.27 of

the Credit Agreement and, (3) any Default that may occur under

Section 6.26.1 on March 31, 2003 (together, the “Waivers”).




 




D.            The Lenders have agreed, subject to the terms,

conditions, and understandings expressed in this Amendment, to make the

Waivers, provided that, among other things, the Borrower executes and delivers

this Amendment.




 




NOW, THEREFORE, in consideration of the premises, the mutual covenants

and agreements set forth in this Amendment, and for other good and valuable

consideration, the mutuality, receipt and sufficiency of which are hereby

acknowledged, the parties hereby agree as follows:




 




1.             Defined Terms. 

Each capitalized term used herein, unless otherwise expressly defined in

this Amendment, shall have the meanings ascribed thereto in the Credit

Agreement.




 





























 




2.             The definition of “ Consolidated EBITDA” in

Article I of the Credit Agreement is hereby amended as follows:




 




EBITDA.  Shall mean, with respect to the applicable

period, the net income (without regard to extraordinary items) for such period,

plus all amounts deducted therefrom in accordance with GAAP on account of

“Interest Expense” (defined herein), taxes in respect of income or excess

profits, depreciation and amortization expense minus or plus, respectively, any

non-cash gains or losses from i) impairment charges related to the Borrower’s

telecom business incurred by the Borrower in its fiscal quarter ending 12/31/02

up to a maximum of $39,037,000.00; ii) non-recurring gain realized by Borrower

in its fiscal quarter ending 09/30/02 from termination of Borrower’s retiree

medical plan in the amount of $27,771,000.00 and charges incurred by Borrower

in relation to its recognition of required derivative hedging accounting

treatment up to a maximum of $3,900,000.00. 

For the purposes herein, Interest Expense shall mean, with respect to

the applicable period, the aggregate amount, determined in accordance with

GAAP.




 




3.             Amendments. 

The Credit Agreement is hereby amended as set forth below:




 




(a)           Schedule 5 to the Credit Agreement is

hereby amended and replaced in its entirety by Schedule 5 to this Amendment,

which is attached hereto and made a part hereof.




 




(b)           Section 2.1.2(c) of the Credit

Agreement is hereby amended by adding the following language thereto:




 




“It is further provided that from and after the 28th day of March,

2003, with each requested Advance, the Borrower shall deliver to the Agent and

each Lender a completed Borrowing Base Certificate with the following

additional certification included therein:




 




The undersigned, as

                          

of the Borrower, hereby certifies (i) that the Borrower is in compliance with

all covenants contained in the Credit Agreement, and (ii) that no Default or

Event of Default has occurred and is continuing.




 




With reference to its North American

operations, the Borrower shall submit to the Agent and each Lender an updated

Borrowing Base Certificate, with current Accounts receivable information only,

on the Business Day on or next immediately preceding the 20th and the last day

of each month during the term of this Agreement; provided, however, in

submitting requests for Advances, the Borrower may submit the most recent

Borrowing Base




 





























 




Certificate delivered to the Agent and each Lender in accordance with

the terms hereof .”




 




(c)           Immediately following

Section 6.1(xi) of the Credit Agreement, a new Section 6.1(xii) is

hereby added thereto which shall read in its entirety as follows:




 




“(xii)        On the Business Day

on or next immediately preceding the 20th day and the last day of

each respective month during the term of this Agreement, the Borrower shall

deliver to the Agent and each Lender, a written aging report in respect of its

North American operations, setting forth for each of Borrower’s North American

business units:  (a) Accounts receivable

owed to the Borrower, and (b) Accounts payable of the Borrower, each of which

shall arise from transactions of the Borrower properly categorized as accounts

receivables or accounts payable, as the case may be, under GAAP.”




 




(d)           Section 6.10 of the Credit Agreement

is hereby amended and restated in its entirety to read as follows:




 




“6.10       Dividends.  The Borrower will not, nor will it permit

any Subsidiary to, declare or pay any dividends or make any distributions on

its capital stock (other than dividends payable in its own capital stock) or

redeem, repurchase or otherwise acquire or retire any of its capital stock at

any time outstanding.”




 




(e)           Section 6.14(iii) is hereby amended

and restated to read in its entirety as follows:




 




“(iii)        Permitted

Acquisitions (with one hundred percent (100%) approval of Lenders).”




 




Section 6.26.3 is hereby amended and restated as follows:




 




“As of March 31, 2003, the Borrower shall maintain a minimum “Tangible

Net Worth” of $52,600,000.00.  As used

herein, Tangible Net Worth shall mean (a) shareholders’ equity minus, (b)

goodwill and other intangible assets, in each case calculated on a consolidated

basis for Borrower and its Subsidiaries, and determined in accordance with

GAAP.”




 





























 




(f)            Immediately following Section 6.28

of the Credit Agreement, a new Section 6.29 is hereby added thereto, which

shall read in its entirety as follows:




 




“6.29       Asset Based Lending

Controls.  The Borrower shall implement

a lockbox and a cash collateral account for the benefit of Lenders.”




 




(g)           Immediately following Section 6.29 of

the Credit Agreement, a new Section 6.30 is hereby added thereto, which shall

read in its entirety as follows:




 




“6.30       For March 31, 2003,

the Borrower shall attain, on a rolling four quarter basis, minimum EBITDA of

$2,194,000.00.”




 




(h)           Section 7.4 of the Credit Agreement

is hereby amended and restated to read in its entirety as follows:




 




“7.4         The breach by the

Borrower of any term or provision of this Agreement (other than those covered

by Sections 7.2 or 7.3 above) that is not remedied within five days after the

earlier to occur of (i) written notice thereof has been given to the Borrower

by the Agent or any Lenders or (ii) the Borrower otherwise becomes aware of any

such breach.”




 




(i)            Section 7.21 of the Credit Agreement

is hereby deleted and replaced with the following Section 7.21, which Section

7.21 shall read in its entirety as follows:




 




“7.21       Failure to pay the

Maintenance Fees (as defined in that certain Third Amendment to Credit

Agreement dated March 28, 2003 by and among the parties hereto) immediately

when due.”




 




(j)            Sections 6.26.1 and 6.26.2 will not

be tested for the quarter ending March 31, 2003.




 




4.             Commitment Reduction.  Currently, the Aggregate Commitment is Forty Million Dollars

($40,000,000).  The parties have agreed

to reduce, and hereby do reduce, the Aggregate Commitment to Sixteen Million

Dollars ($16,000,000).  In connection

with the reduction of the Aggregate Commitment, each Lender’s Commitment shall

be an aggregate amount not exceeding the amount set forth opposite each

Lender’s name:




 








	

  Bank One


  	

   


  	

  $


  	

  7,000,000.00


  
	

  Wachovia


  	

   


  	

  $


  	

  6,000,000.00


  
	

  Provident


  	

   


  	

  $


  	

  3,000,000.00.


  










 




5.             Maintenance. 

Unless all Obligations have been paid in full and the Commitments and

all Letters of Credit have been terminated on or before June 1, 2003, the

Borrower shall pay to the Lenders in immediately available funds a nonrefundable

fee in the amount of $63,750 due




 





























 




and

payable on June 1, 2003 (the “First Payment Date”) with subsequent payments of

$35,000 each, every 30 days thereafter with the first such payment due and

payable on the 30th day following the First Payment Date and with each fee

payment thereafter due and payable on the 30th day following the date the last

payment was due.  All such fees (the

“Maintenance Fees”) shall be fully earned when paid.  Acceptance of Maintenance Fees shall not preclude the declaration

by the Administrative Agent of a Default then or thereafter existing.




 




6.             Conditions. 

In addition to the conditions precedent contained in Article IV of the

Credit Agreement, the Lenders’ continuing obligations under the Credit

Agreement and this Amendment shall be subject to the following conditions

precedent:




 




(a)           Attorneys’ Fees.  Each Lender shall have received from the

Borrower upon execution of this Amendment, the reasonable attorneys’ fees

incurred by such Lender’s counsel in connection with the Existing Defaults and

the review, negotiation and preparation of this Amendment and all other

documents in connection herewith.




 




(b)           Amendment Fee.  Each Lender shall have received from the

Borrower its pro rata share of an amendment fee equal to .50% of $16,000,000.00.




 




(c)           Resolution/Incumbency Certificates.  The execution and delivery of appropriate

resolutions and certificates of the Borrower and the Guarantors, authorizing

the execution of this Amendment.




 




(d)           Budget.  The Lenders shall have received from the Borrower

a proposed itemized monthly budget through December 31, 2003.




 




(e)           ERISA.  The Lenders shall have received from the

Borrower an estimate of the FMV and ABO as of December 31, 2002 with respect to

the Single Employer Plans.  The Borrower

shall make no cash contributions to its Single Employer Plans (other than

contributions deducted from employees’ salaries or as required by law) in the

absence of receipt by the Borrower of prior written consent from the

Administrative Agent.




 




7.             Waiver. 

Subject to the terms and conditions contained herein and for so long as

there does not exist a “Default” under the terms of this Amendment (as

hereinafter defined), the Lenders do hereby make the Waivers and hereby waive

(i) the Defaults arising from the violation of Sections 6.26.1 and 6.26.2 for

the fiscal quarter ended December 31, 2002, (2) any continuing Default under

Section 6.27 and (3) any Default that otherwise may occur on March 31,

2003, under Section 6.26.1 or Section 6.26.2 (collectively, the “Waivers”).  The Waivers pertain only to (i) the fiscal

quarters ending December 31, 2002, and March 31, 2003, with respect to

Sections 6.26.1 and 6.26.2, and (ii) on a continuing basis with respect to

Section 6.27.  Such Waivers are limited

solely to the Defaults described in the immediately preceding sentence.  Subject to the foregoing, and hereby

consenting to the continuing nature of the Existing Defaults, the Lenders shall

have no obligation to refrain from exercising or enforcing any of their rights

or remedies at any time hereafter upon the occurrence and during the

continuance of a Default (as hereinafter defined).  The Obligors acknowledge and agree that the Waivers apply to and

govern only the Obligations relating to the Loan Documents, and do not apply to

nor govern any other obligation, liability, or indebtedness of any Obligor or

any other person to any Lender.  Subject

to the Waivers, the Lenders expressly reserve all of their rights and remedies

with respect to any




 





























 




other

present or future Default or Unmatured Default arising under the Credit

Agreement.  The Waivers shall be

effective and continue for the period (the “Waiver Period”) from the execution

and delivery of this Amendment by all parties hereto until the earlier of (i)

the occurrence of a Default (as hereinafter defined), (ii) June 30, 2003,

or (iii) the payment in full of all obligations due under the terms of the

Credit Agreement.




 




8.             Acknowledgments, Representations, and Warranties.  In order to induce the Lenders to enter into

this Amendment, each of the Obligors jointly and severally, for itself and for

its successors, and assigns, hereby acknowledges, represents, warrants and

agrees as follows:




 




(a)           The unpaid principal balance of the

Loans as of March 28, 2003 is $4,650,000.00 (ii) unpaid and accrued late

charges in the aggregate amount of $NONE; (iv) unpaid fees and expenses

due and owing to the Lenders in the amount of $80,000.00, (v) unpaid attorneys’

fees and expenses incurred by the Lenders in connection with the collection and

enforcement of the Obligations in the amount of $43,051.21, and (vi)

outstanding exposure on the LC Obligations of $8,690,965.93.  Each of the Obligors acknowledges and agrees

that interest shall continue to accrue on the unpaid principal balance of the

Obligations at the default rate of interest provided in the Notes.




 




(b)           Each Obligor is a corporation duly

organized, validly existing, and in good standing under the laws of the state

of its incorporation and has the power to own its properties and to carry on its

business as now being conducted, and is qualified to do business, and is in

good standing in each jurisdiction in which the character of the properties

owned or leased by it therein or in which the transaction of its business makes

such qualification necessary.




 




(c)           Each Obligor has full power and

authority to enter into this Amendment and to incur and perform all obligations

and covenants contained herein, all of which have been duly authorized by all

proper and necessary corporate action. 

No consent or approval of shareholders of, or lenders to, any Obligor

and no consent, approval, filing, or registration with or notice to any

governmental authority is required as a condition to the validity of this

Amendment or the performance of any of the Obligor’s obligations hereunder.




 




(d)           All of the Obligor’s representations

and all statements of fact concerning the Obligors (including those set forth

in the recitals) contained in this Amendment are true, accurate and complete in

all material respects and no such representation or statement of fact omits or

fails to state or otherwise disclose any material fact or information necessary

to prevent such representation or statement from being false or

misleading.  Each of the Obligors

acknowledges and agrees that the Lenders have been induced in part to enter

into this Amendment based upon the Lender’s justifiable reliance upon the

Obligor’s representations and the statement of fact concerning the Obligors

contained in this Amendment.




 




(e)           Each of the Loan Documents continues

in full force and effect notwithstanding the execution and delivery of this

Amendment.  Each of the Obligors hereby

reissues, ratifies, and confirms the enforceability and validity of all Loan

Documents to which it is a party and agrees that this Amendment and each of the

Loan Documents constitute the legal, valid, and binding obligations of such

Obligor to the extent such Obligor is party thereto, enforceable in accordance

with their respective terms.  In addition,

each of the Obligors acknowledges and agrees that neither the execution and

delivery of this Amendment nor any of




 





























 




the

terms, provisions, covenants, or agreements contained in this Amendment shall

in any manner release, impair, lessen, modify, waive, or otherwise affect the

liability and obligations of such Obligor under the terms of the Loan

Documents.




 




(f)            The Lenders and the Administrative

Agent have acted in good faith and have conducted themselves in a commercially

reasonable manner in their relationships with each of the Obligors in

connection with this Amendment and in connection with the Obligations and the

Loan Documents, each of the Obligors hereby waiving and releasing any claims to

the contrary.  The Obligors have no

defenses, affirmative or otherwise, rights of setoff, rights of recoupment,

claims, counterclaims, actions or causes of action of any kind or nature

whatsoever against the Lenders or the Administrative Agent or any past,

present, or future agent, attorney, legal representative, predecessor in

interest, affiliate, successor, assign, employee, director, or officer of any

Lender or the Administrative Agent (collectively, the “Lender Group”), directly

or indirectly, arising out of, based upon, or in any manner connected with, any

transaction, event, circumstance, action, failure to act, or occurrence of any

sort or type, whether known or unknown, which occurred, existed, was taken,

permitted, or begun prior to the execution of this Amendment and occurred,

existed, was taken, permitted, or begun in accordance with, pursuant to, or by

virtue of the Obligations or any of the terms or conditions of the Loan

Documents, or which directly or indirectly relate to or arise out of or in any

manner are connected with the Obligations or any of the Loan Documents; to the

extent of any such defenses, affirmative or otherwise, rights of setoff, rights

of recoupment, claims, counterclaims, actions or causes of action exist or

existed, such defenses, rights, claims, counterclaims, actions and causes of

action are hereby forever waived, discharged and released.  Each of the Obligors hereby acknowledges and

agrees that the execution of this Amendment by the Lenders and the

Administrative Agent shall not constitute an acknowledgment of or admission by

the Lenders and the Administrative Agent or any member of the Lender Group of

the existence of any claims or of liability for any matter or precedent upon

which any claims or liability may be asserted. 

Each of the Obligors further acknowledges and agrees that, to the extent

any such claims may exist, they are of a speculative nature so as to be

incapable of objective valuation and that, in any event, the value to each of

the Obligors of the covenants and obligations of the Lenders contained in this

Amendment and the other documents executed and delivered in connection with

this Amendment substantially and materially exceeds any and all value of any

kind or nature whatsoever of any such claims. 

Each of the Obligors further acknowledges and agrees that the Lenders

and the Administrative Agent are not in any way responsible or liable for the

previous, current, or future condition or deterioration of the business

operations and/or financial condition of any of the Obligors and that the

Lenders and the Administrative Agent have not breached any agreement or

commitment to loan money or otherwise make financial accommodations available

to the Borrower or to fund any operations of the Borrower at any time.




 




(g)           THE OBLIGORS EACH HEREBY ACKNOWLEDGE

THAT THEY HAVE FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT AFTER AN

ADEQUATE OPPORTUNITY AND SUFFICIENT PERIOD OF TIME TO REVIEW, ANALYZE, AND

DISCUSS: (I) ALL TERMS AND CONDITIONS OF THIS AGREEMENT; (II) ANY AND ALL OTHER

DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THE TRANSACTIONS

CONTEMPLATED BY THIS AGREEMENT; AND (III) ALL FACTUAL AND LEGAL MATTERS

RELEVANT TO THIS AGREEMENT AND/OR ANY AND ALL SUCH OTHER DOCUMENTS, WITH

COUNSEL FREELY AND INDEPENDENTLY SELECTED BY THE OBLIGORS.  THE OBLIGORS FURTHER




 





























 




ACKNOWLEDGE

AND AGREE THAT THEY HAVE ACTIVELY AND WITH FULL UNDERSTANDING PARTICIPATED IN

THE NEGOTIATION OF THIS AGREEMENT AND ALL OTHER DOCUMENTS EXECUTED AND

DELIVERED IN CONNECTION WITH THIS AGREEMENT AFTER CONSULTATION AND REVIEW WITH

THEIR COUNSEL, THAT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE

OTHER DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT HAVE

BEEN NEGOTIATED AT ARM’S-LENGTH, AND THAT THIS AGREEMENT AND ANY AND ALL SUCH

OTHER DOCUMENTS HAVE BEEN NEGOTIATED, PREPARED, AND EXECUTED WITHOUT FRAUD, DURESS,

UNDUE INFLUENCE, OR COERCION OF ANY KIND OR NATURE WHATSOEVER HAVING BEEN

EXERTED BY OR IMPOSED UPON ANY PARTY. 

NO PROVISION OF THIS AGREEMENT OR SUCH OTHER DOCUMENTS SHALL BE

CONSTRUED AGAINST OR INTERPRETED TO THE DISADVANTAGE OF ANY PART TO THIS

AGREEMENT BY ANY COURT OR OTHER GOVERNMENTAL OR JUDICIAL AUTHORITY BY REASON OF

SUCH PARTY HAVING OR BEING DEEMED TO HAVE STRUCTURED, DICTATED, OR DRAFTED SUCH

PROVISION.




 




(h)           Except as otherwise disclosed to the

Lenders in writing or described in Borrower’s periodic reports prior to this

Amendment filed under the Securities Exchange Act of 1934 (the “Reports”),

there are no proceedings or investigations pending or, so far as the Obligors

know, threatened before any court or arbitrator or before or by, any

governmental, administrative, or judicial authority or agency, or arbitrator,

against any of the Obligors.




 




(i)            There is no statute, regulation,

rule, order, or judgment, no charter, by-law, or preference stock provision of

any Obligor, and no provision of any mortgage, indenture, contract, or other

agreement binding on any Obligor or any of its or their respective properties,

which would prohibit or cause a default under or in any way prevent the

execution, delivery, performance, compliance, or observance of any of the terms

and conditions of this Amendment and/or any of the other documents executed and

delivered in connection with this Amendment.




 




(j)            The Borrower restates all of its

representations contained in the Credit Agreement and represents that they are

true and correct as of the date of this Amendment, and as of the date any

advance(s) is (are) made under the Notes described in the Credit Agreement,

except (1) to the extent such representations expressly relate only to a

specific prior date and (2) Section 5.5 of such representations is deemed

modified to reflect the matters disclosed in the Reports filed by the Borrower

since March 31, 2002 and prior to the date hereof and this Amendment.  The Borrower reaffirms all of its duties,

obligations, promises and agreements under the Notes and Credit Agreement, and

represents and agrees that no event has occurred and no claim, offset, defense

or other condition exists that would relieve it of any of its obligations to

the Lenders under the Credit Agreement. 

The Borrower represents that, other than as set forth in this Amendment,

no default has occurred under the Credit Agreement as hereby amended or under

any of the other documents, instruments and agreements described therein and/or

executed in connection therewith.




 




(k)           Each Obligor represents that the

individual executing this Amendment on behalf of such Obligor has been duly

authorized by all necessary and proper action on the part of such Obligor and

its directors to execute this Amendment on behalf of such Obligor.




 





























 




9.             Covenants. 

The Borrower covenants and agrees that it shall:




 




(a)           Consultant.  The Borrower shall permit a third party

consultant (the “Consultant”) engaged at the Borrower’s expense by the

Administrative Agent (provided that the Borrower should not be required to pay

any amount in excess of $75,000.00 in respect of such engagement) to examine

and make abstracts from the Borrower’s books and records and to discuss the

Borrower’s affairs, finances, and accounts with the Borrower’s officers, employees and independent public

accountants.  The Borrower agrees to

cooperate and assist in such examinations to facilitate the completion of the

Consultant’s examination and the Lenders’ approval of the Borrower’s proposed

budget in respect of the results of such examination within sixty (60) days

from the date of execution of this Amendment.




 




(b)           Field Audit.  The Borrower shall cooperate with the

Administrative Agent, which shall conduct a “Field Audit” with reference to all

accounts, inventory, equipment and other assets deemed appropriate by the

Administrative Agent.  The Borrower

shall provide reasonable access to such accounts, inventory, equipment, records

and personnel deemed appropriate by the Administrative Agent to facilitate

completion of such Field Audit within sixty (60) days from the date of

execution of this Amendment.




 




(c)           March 31, 2003 Financials. The

Borrower shall submit to the Administrative Agent not later than May 15, 2003,

its financial statement for the period ending March 31, 2003.




 




10.           Default.  The occurrence of one or more of the

following events or occurrences shall constitute a “Default” under this

Amendment:




 




(a)           the failure of any of the Obligors to

observe, perform, or comply with any of the terms, conditions, or provisions of

this Amendment and/or any other document executed and delivered in connection

with this Amendment, as and when required;




 




(b)           if any recital, representation, or

warranty made herein, in any document executed and delivered in connection

herewith, or in any report, certificate, financial statement, or other

instrument or document previously, now or hereafter furnished by or on behalf

of any of the Obligors in connection with this Amendment or any other document

executed and delivered in connection with this Amendment, shall prove to have

been false,

incomplete, or misleading  in

any material respect on the date as of which it was made;




 




(c)           the occurrence of a Default under the

Credit Agreement; or




 




(d)           if any of the Obligors commences,

institutes, or otherwise intervenes in any proceeding or action against any

Lender or any member of the Lender Group in connection with any of the

Obligations, any of the Loan Documents, this Amendment, or any of the documents

executed and delivered in connection with this Amendment.




 




11.           Remedies.  Subject to the provisions of Section 10

herein above, immediately upon the occurrence of any Default, the obligations,

amendments, and commitments of the Lenders set forth in this Amendment shall

immediately and automatically terminate and be of no further force or effect

without further notice to or consent of any of the Obligors, and the Lenders

shall have the right to exercise and enforce any and all rights and remedies

available to the




 





























 




Lenders

under this Amendment, under any and all documents executed and delivered in

connection with this Amendment, under any and all Loan Documents, and under

applicable laws to the same extent as though this Amendment had never been

executed, without regard to any notice or otherwise available under applicable

laws.  All rights and remedies available

to the Lenders under this Amendment, under any documents executed and delivered

in connection with this Amendment, under any and all of the Loan Documents, and

under applicable laws, may be asserted, enforced, and exercised concurrently,

cumulatively, or successively from time to time and at any time until such time

as all of the Obligations have been paid in full.




 




12.           Expenses.  The Lenders shall be entitled to obtain at

the reasonable expense of the Obligors, such appraisals, reports, record

searches, and legal and other opinions and advice as the Lenders may from time

to time reasonably deem necessary with respect to any or all collateral and

security now or hereafter securing any of the Obligations.  The Obligors agree jointly and severally to

pay all reasonable costs, fees, and expenses of the Lenders in connection with

the preparation, execution, and delivery of this Amendment and any and all other

documents executed and delivered in connection with this Amendment and all

other reasonable costs, fees, and expenses, incurred by, or on behalf of the

Lenders in connection with the enforcement preservation, or collection of the

Obligations and/or this Amendment, including, without limitation, attorneys

fees and expenses, and recordation and filing fees and taxes (collectively, the

“Enforcement Costs”).  Such Enforcement

Costs shall be deemed to be part of the Obligations and shall be payable upon

demand.




 




13.           WAIVER OF JURY TRIAL.  THE OBLIGORS AND THE LENDERS EACH HEREBY

WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH ANY OR ALL OF THE

OBLIGORS AND THE LENDERS MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY

PERTAINING TO: (A) THIS AMENDMENT; (B) ANY OF THE DOCUMENTS EXECUTED AND DELIVERED

IN CONNECTION WITH THIS AMENDMENT; (C) ANY OF THE OBLIGATIONS; AND (D) ANY OF

THE FINANCING DOCUMENTS.  IT IS AGREED

AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL

CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS

AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AMENDMENT.




 




THIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY MADE BY THE

OBLIGORS AND THE LENDERS, AND THE OBLIGORS AND THE LENDERS EACH HEREBY

REPRESENT AND WARRANT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE

BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY

MODIFY OR NULLIFY ITS EFFECT, THE OBLIGORS FURTHER REPRESENT THAT THEY HAVE

BEEN REPRESENTED IN THE SIGNING OF THIS AMENDMENT AND IN THE MAKING OF THIS

WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF THEIR OWN FREE WILL, AND THAT

THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.




 




14.           Successors and Assigns.  This Amendment shall be binding upon and

inure to the benefit of the Obligors, the Lenders, and each of their respective

successors, and assigns.  None of the

Obligors shall, however, assign any of their respective rights or obligations

under this Amendment.




 





























 




15.           Time of Essence.  Time is of the essence of this Amendment

with respect to each of the Obligors.




 




16.           Counterparts.  This Amendment may be executed in any number

of duplicate originals or counterparts, each of such duplicate originals or

counterparts shall be deemed to be an original, and all taken together shall

constitute but one and the same instrument. 

The Obligors agree that the Lenders may rely on a telecopy of any

signature of any Obligor.  The Lenders

agree that the Obligors may rely on a telecopy of this Amendment executed by

the Lenders.




 




17.           Notices.  All notices, requests, demands, and other

communications required or permitted hereunder shall be made in the manner

prescribed in the Credit Agreement or to such other address as any party hereto

may designate for itself by notice to the other parties hereto.




 




18.           Amendments.  This Amendment may be amended, modified, or

supplemented only by written agreement of the parties hereto.  No provision of this Amendment may be waived

except in writing, signed by the party against whom such waiver is sought to be

enforced.




 




19.           Entire Agreement.  This Amendment sets forth the final and

entire agreement and understanding of the parties hereto, superseding all prior

representations, understandings, and agreements, written or oral, not expressly

set forth in this Amendment or in any other documents executed and delivered in

connection herewith.




 




20.           No Other Amendment.  Except as expressly amended by this

Amendment, the Credit Agreement is and shall be unchanged and all of the terms,

provisions, agreements, duties, obligations, schedules, exhibits,

representations and warranties set forth in the Credit Agreement shall remain

and continue in full force and effect and are hereby incorporated by reference,

and hereby ratified, reaffirmed and confirmed by the Borrower, the Obligors and

the Lenders in all respects on and as of the date of this Amendment.  The Borrower acknowledges and agrees that

the Loan Documents and all liens, security interests and pledges granted to the

Lenders prior to the date hereof, including without limitation, all liens,

security interests and pledges granted to Bank One, as Administrative Agent,

shall remain in full force and effect, and nothing herein is intended to, nor

shall it, release, diminish or waive any rights of the Lenders under the Credit

Agreement or any other document executed in connection therewith.




 




21.           Governing Law.  Notwithstanding anything contained herein or

elsewhere to the contrary, the Credit Agreement, including all amendments

thereof, shall be governed by and construed in accordance with the laws of the

State of New York.




 




22.           Severability.  In case one or more provisions contained in

this Amendment shall be invalid, illegal, or unenforceable in any respect under

any law, the validity, legality, and enforceability of the remaining provisions

contained herein shall remain effective and binding and shall not be affected

or impaired thereby.




 





























 




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

duly executed as of the day and year first above written.




 




	

   


  	

  MAGNETEK, INC


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

   


  	

  J-TEC INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

   


  	

  MAGNETEK MONDEL HOLDIINGS, INC


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

   


  	

  MAGNETEK, ADS POWER, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

   


  	

  MAGNETEK, LEASING CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

   


  	

  MXT HOLDINGS, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

   


  	

  WACHOVIA BANK, NATIONAL 


  ASSOCIATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

   


  	

  BANK ONE, KENTUCKY, NA


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 




	

   


  	

  THE PROVIDENT BANK


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  
					





 





























 




SCHEDULE 5




 




PRICING

SCHEDULE




 




LIBOR plus

3.75% or Prime plus 1.75%, retroactive to January 1, 2003.




 




Commitment Fee

Rate:  0.50%




 




Letter of

Credit Fee:  3.75%