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EXHIBIT 10.45    
  


 
 
  FIFTH AMENDMENT TO RESTATED CREDIT AGREEMENT
  (and Waiver)    
  


    THIS DOCUMENT is entered into as of May 15, 2000, between MAGNETEK, INC., a Delaware corporation
("Borrower"), certain Lenders, BANK OF AMERICA, N.A. (formerly NationsBank, N.A., and formerly
NationsBank of Texas, N.A., "Agent"), as Agent for Lenders, and BANKERS TRUST COMPANY, CIBC INC.,  CREDIT LYONNAIS NEW YORK
BRANCH, BANK ONE, N.A. (formerly The First National Bank of Chicago),  GENERAL ELECTRIC CAPITAL CORPORATION (assignee of The
Long-Term Credit Bank of Japan, Ltd.), and UNION BANK
OF CALIFORNIA, N.A., as 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 $200,000,000 revolving credit facility. Borrower, Agent, and Determining Lenders have agreed, upon the following
terms and conditions, to amend the Credit Agreement as described in Paragraph 2 below. 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 TO CREDIT AGREEMENT.  The Credit Agreement is amended as follows:



	(A)
	Section 5.5(c) is entirely amended as follows: 







    (c) Intentionally deleted. 



	(B)
	Section 9.10 is entirely amended as follows: 





    9.10 Distributions.  No Restricted Company may declare, make, or pay any
Distribution except (a) Distributions paid in the form of additional equity that is not mandatorily redeemable,
(b) Distributions to any other Restricted Company, and (iii) other Distributions by Borrower so long as immediately after giving effect to
any such other Distribution (i) no Default or Potential Default exists and (ii) the total amount of all such other Distributions paid during the period (A) beginning
June 28, 1999, and ending upon delivery of the Financials and Compliance Certificate for the fiscal quarter ending January 2, 2000, as required by  Section 8.1(b), does not
exceed $60,000,000 and (B) beginning June 28, 1999, never exceeds $72,000,000.  




	3.
	WAIVER.  Upon Borrower's request, Lenders waive any Default or Potential Default that may exist
solely as a result of Borrower's non-compliance with Section 10.4—Consolidated EBITDA, for the period ending
March 26, 2000. Except as expressly stated, this waiver is not a waiver of existing or future Defaults or Potential Defaults or a waiver of Lenders' rights to insist upon compliance by Borrower
with each Loan Document.



	4.
	CONDITIONS PRECEDENT.  Paragraphs
2 and 3 above are not effective until Agent receives (A) counterparts of this document
executed by Borrower and Determining Lenders, (B) an amendment fee to be paid to each Lender who has executed and delivered to Agent a counterpart of this document by 12:00 noon, Atlanta time
on May 12, 2000, equal to 0.10% of that Lender's Commitment, and (C) all other fees and expenses due and payable to Agent under all Loan Documents.



	5.
	RATIFICATIONS.  Borrower (A) ratifies and confirms all provisions of the Loan Documents as
amended by this document, (B) ratifies and confirms that all guaranties, assurances, and Liens granted, conveyed, or assigned to Agent under the Loan Documents are not released, reduced, or 


1





 

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. 



	6.
	REPRESENTATIONS.  To induce Agent, Co-Agents, and Determining Lenders to enter into this
document, Borrower represents and warrants to Agent, Co-Agents, and Determining 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, and (B) no Material Adverse Event, Default, or Potential Default exists.



	7.
	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.



	8.
	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 Fifth Amendment to Restated Credit Agreement. 



	 	 	 	 	 	 	 
	MAGNETEK, INC., as Borrower	 	BANK OF AMERICA, N.A. (formerly NationsBank, N.A., and formerly NationsBank of Texas, N.A.), as Agent and a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
 John P. Colling, Jr., Vice President

and Treasurer	 	By	
 Nancy S. Goldman, Principal
	

 	

 	

 	
 	

 	

 	

 
	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:	

	

 	

 	

 	
 	

 	

 	

 
	 	 	 	By	

	 	 	 	 	 	Name:	

	 	 	 	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 




Signature Pages

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

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	NATEXIS BANQUE (formerly Banque Française du Commerce Extérieur), as a Lender	 	SOCIETE GENERALE, SOUTHWEST AGENCY, as a Lender
	

 	

 	

 	
 	

 	

 	

 
	By	
	 	By	

	 	Name:	
	 	 	Name:	

	 	Title:	
	 	 	Title:	

	

 	

 	

 	
 	

 	

 	

 
	By	
	 	 	 	 
	 	Name:	
	 	 	 	 
	 	Title:	
	 	 	 	 
	

 	

 	

 	
 	

 	

 	

 
	THE SUMITOMO BANK, LIMITED, as a Lender	 	BANK HAPOALIM, B.M. (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 Pages

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EXHIBIT 10.45

FIFTH AMENDMENT TO RESTATED CREDIT AGREEMENT