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EXHIBIT 10.48    
  


 
  EIGHTH AMENDMENT TO RESTATED CREDIT AGREEMENT    
  


    THIS DOCUMENT is entered into as of May 25, 2001, between MAGNETEK, INC., a Delaware corporation
("Borrower"), certain Lenders, BANK OF AMERICA, N.A.
("Agent"), as Agent for Lenders, and certain Co-Agents for Lenders. 



    Borrower,
Agent, Co-Agents, and Lenders are party to the Restated Credit Agreement (as renewed, extended, and amended, the "Credit
Agreement") dated as of June 20, 1997, providing for a revolving credit facility. Borrower, Agent, and Determining Lenders have agreed, upon the following terms and
conditions, to the amendments described in Paragraph 2 below in order to, among other things, permit the sale of certain assets and provide for a
reduction in the total Commitment. Accordingly, for adequate and sufficient consideration, Borrower, Agent, and Determining Lenders agree as follows: 


	1.
	TERMS AND REFERENCES.  Unless otherwise stated in this document (A) terms defined in the
Credit Agreement have the same meanings when used in this document and (B) references to "Sections," "Schedules," and  "Exhibits" are to
the Credit Agreement's sections, schedules, and exhibits.



	2.
	AMENDMENTS.  



    (A) Section 9.11 is amended by (1) deleting the word "and"
before clause (l) in that section and (2) adding the following to the end of that section: 



,and (m) the sale by Borrower of substantially all of the assets, properties, and interests in properties and rights used in the business of developing, manufacturing,
selling and distributing AC/DC electrical converters, distribution panels and automatic generator transfer switches, wet and dry electrical capacitators, and custom and standard magnetic products(the
"Power Components Division and Capacitor Division"), and all of the issued and outstanding capital stock of Power Components de Mexico, S.A., de C.V, a
subsidiary formed under the laws of Mexico, to American Circuit Breaker Corporation ("ACBC") for no
less than $19,500,000 in cash proceeds, subject to purchase price adjustments based upon the closing balance sheet pursuant to the Asset Purchase Agreement dated as of June 29, 2001, between
Borrower and ACBC (as amended or supplemented, the "ACBC APA"), so long as (i) Borrower delivers
to Agent on the day that the sale is fully consummated (which date must occur on or before June 30, 2001, the "ACBC Closing Date"), a certificate
of a Responsible Officer certifying that the sale has been fully closed as of the date stated in the certificate and the amount of the net proceeds received from such sale, and (ii) by no later
than the Business Day following the ACBC Closing Date, all of the net cash proceeds received from the sale are applied to prepay the Principal Debt in accordance with  Section 3.2(b)
without regard to the integral multiple requirement in that section.




    (B) Upon
the occurrence of the ACBC Closing Date, Schedule 2.1 will be entirely amended in the form of, and each
reference to such schedule in the Credit Agreement will be to, the Amended Schedule 2.1. 


    (C) The
total Commitment will be reduced by $15,000,000 on the Business Day immediately following the ACBC Closing Date. 



	3.
	CONDITIONS PRECEDENT.  Paragraph 2 above is
not effective until Agent receives (A) counterparts of this document executed by Borrower and Determining Lenders (B) a fully executed 



    Seventh
Amendment to the Restated Credit Agreement dated of even date herewith, and (C) a fully executed copy of the ACBC APA. 


	4.
	RATIFICATIONS.  Borrower (A) ratifies and confirms all provisions of the Loan Documents as
amended by this document, (B) ratifies and confirms that (except in respect of the release of Lender 


1





 

Liens
on the assets described in Paragraph 2 above and as permitted by Section 5.5(b)),
all guaranties, assurances, and Liens granted, conveyed, or assigned to Agent under the Loan Documents are not released, reduced, or otherwise adversely affected by this document and continue to
guarantee, assure, and secure full payment and performance of the present and future Obligation, and (C) agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and
record such additional documents and certificates as Agent may request in order to create, perfect, preserve, and protect those guaranties, assurances, and Liens. 



	5.
	REPRESENTATIONS.  To induce Agent, Co-Agents, and Lenders to enter into this document,
Borrower represents and warrants to Agent, Co-Agents, and Lenders that as of the date of this document (A) all representations and warranties in the Loan Documents are true and
correct in all material respects except to the extent that any of them speak to a different specific date or the facts on
which any of them were based have been changed by transactions contemplated or permitted by the Credit Agreement, (B) no Material Adverse Event, Default, or Potential Default exists, and
(C) Borrower is the only Domestic Restricted Company.



	6.
	EXPENSES.  Borrower shall pay all costs, fees, and expenses paid or incurred by Agent incident to
this document, including, without limitation, the reasonable fees and expenses of Agent's counsel in connection with the negotiation, preparation, delivery, and execution of this document and any
release or other related documents.



	7.
	MISCELLANEOUS.  All references in the Loan Documents to the "Credit
Agreement" refer to the Credit Agreement as amended by this document. This document is a "Loan Document" referred to in the
Credit Agreement, and the provisions relating to Loan Documents in Sections 1 and 14 of the Credit
Agreement are incorporated in this document by reference. Except as specifically amended by this document, the Credit Agreement is unchanged and continues in full force and effect. This document may
be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts must be construed together to constitute one and the same
instrument. This document binds and inures to each of the undersigned and their respective successors and permitted assigns, subject to the terms of the Credit Agreement. THIS
DOCUMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


[REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGES FOLLOW.]  


2






    EXECUTED as of the date first stated in this Eighth Amendment to Restated Credit Agreement. 



	 	 	 	 	 	 	 
	MAGNETEK, INC., as Borrower	 	BANK OF AMERICA, N.A. as Agent and a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
 John P. Colling, Jr., Vice President

and Treasurer	 	By	
 Andrew M. Airheart, Managing Director
	

 	

 	

 	
 	

 	

 	

 
	BANKERS TRUST COMPANY, as a Co-Agent and a Lender	 	CIBC INC., as a Co-Agent and a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	CREDIT LYONNAIS NEW YORK BRANCH, as a Co-Agent and a Lender	 	BANK ONE, N.A. (formerly the First National Bank of Chicago), as a Co-Agent and a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	GENERAL ELECTRIC CAPITAL CORPORATION (assignee of The Long-Term Credit Bank of Japan, Ltd.), as a Co-Agent and a Lender	 	UNION BANK OF CALIFORNIA, N.A., as a Co-Agent and a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	ARAB BANKING CORPORATION (B.S.C.), as a Lender	 	BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 




Signature Page to

Eighth Amendment  







	 	 	 	 	 	 	 
	FIRST UNION NATIONAL BANK, as a Lender	 	FUJI BANK, LIMITED, as a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	NATEXIS BANQUE POPULAIRES, as a Lender	 	SOCIETE GENERALE, SOUTHWEST AGENCY, as a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	By	
	 	 	 	 
	 	Name:	
	 	 	 	 
	 	Title:	
	 	 	 	 
	

 	

 	

 	
 	

 	

 	

 
	SUMITOMO MITSUI BANKING CORP., as a Lender	 	BANK HAPOALIM, (assignee, in part, of Societe Generale, Southwest Agency), as a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	CREDIT AGRICOLE INDOSUEZ (assignee of Caisse Nationale de Credit Agricole), as a Lender	 	THE TOKAI BANK, LTD. NEW YORK BRANCH, as a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	By	
	 	 	 	 
	 	Name:	
	 	 	 	 
	 	Title:	
	 	 	 	 
	

 	

 	

 	
 	

 	

 	

 




Signature Page to

Eighth Amendment  









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EXHIBIT 10.48

EIGHTH AMENDMENT TO RESTATED CREDIT AGREEMENT