**Exhibit 10.03**

 

**FIRST AMENDMENT TOCREDIT AGREEMENT**

 

THISFIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made andentered into as of November 25, 2003, by BANK ONE, NA, a national bankingassociation having its principal office in Chicago, Illinois, as Lender;MAGNETEK, INC., a Delaware corporation, MAGNETEK ADS POWER, INC., a Delawarecorporation and Subsidiary of MagneTek, and MAXTEC INTERNATIONAL CORP., aDelaware corporation and Subsidiary of MagneTek as Borrowers; and MAGNETEKLEASING CORPORATION, a Delaware corporation, MAGNETEK MONDEL HOLDING, INC., aDelaware corporation, MAGNETEK NATIONAL ELECTRIC COIL, INC., a DelawareCorporation, MONDEL ULC, an unlimited liability corporation organized under thelaws of Nova Scotia, Canada, and MXT HOLDINGS, INC., an Illinois corporation,as Guarantors.

 

Recitals 

 

A.            The Borrowers, the Guarantors andthe Lender have entered into a Credit Agreement dated as of August 15,2003 (the “Credit Agreement”). Capitalized terms used, but not defined,in this Amendment which are defined in the Credit Agreement will have themeanings given to them in the Credit Agreement.

 

B.            The Borrowers and the Guarantorsdesire that the Lender (i) consent to a one-time repayment of certain SPAIndebtedness existing as of the date of the Credit Agreement (“SPA Repayment”)up to a maximum amount equal to $9,160,000 (approximately $9,000,000 ofprincipal and $160,000 of accrued interest) and (ii) amend Section 6.32of the Credit Agreement in light of the prepayment of the Revolving Loans tozero dollars with the proceeds of the issuance by MagneTek of certain CapitalStock, all as contemplated by the terms and subject to the conditions of thisAmendment.

 

C.            Lender is willing to amend theCredit Agreement as contemplated by the terms, and subject to the conditions,of this Amendment.

 

Statement of Amendment 

 

Inconsideration of the mutual covenants and agreements and the conditions setforth in this Amendment, and for other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, Lender, theBorrowers, and the Guarantors hereby agree as follows:

 

1.             Amendments to Credit Agreement.  Section 6.32 of the CreditAgreement is hereby amended in its entirety by substituting in its stead thefollowing:

 

----

 

6.32.        Required RateManagement Transactions. If the outstanding principal balance of theRevolving Loans exceeds, as of any date, an aggregate amount equal to$7,500,000, then, within 60 days after such date, the Borrowers will, ifrequested by the Lender, enter into one or more transactions of the typedescribed in the definition of “Rate Management Transactions” with one or morefinancial institutions acceptable to the Lender in the exercise of itsdiscretion in a reasonable manner, providing for a fixed rate of interest on anotional amount of at least $3,000,000 and an average weighted maturity atleast equal to the remaining term of this Agreement.

 

2.             Consent to SPARepayment. Without representation, warranty or recourse, the Lenderconsents, solely for the purposes of Section 6.26(c) of the CreditAgreement, to the SPA Repayment.

 

3.             Representations.To induce Lender to accept this Amendment, the Borrowers and the Guarantorshereby represent and warrant to the Lender as follows:

 

3.1           Each Borrower and Guarantor has fullpower and authority to enter into, and to perform its obligations under, thisAmendment, and the execution and delivery of, and the performance of itsobligations under and arising out of, this Amendment have been duly authorizedby all necessary corporate action.

 

3.2           This Amendment constitutes the legal,valid and binding obligations of each Borrower and Guarantor enforceable inaccordance with its terms, except as such enforceability may be limited bybankruptcy, insolvency, reorganization or similar laws affecting creditors’rights generally.

 

3.3           Each Borrower’s and Guarantor’srepresentations and warranties contained in the Loan Documents are complete andcorrect as of the date of this Amendment (other than a representation or warrantythat is stated to relate solely to an earlier date) with the same effect asthough such representations and warranties had been made again on and as of thedate of this Amendment, subject to those changes as are not prohibited by, ordo not constitute a Default under, the Loan Documents.

 

3.4           No Default or Unmatured Default hasoccurred and is continuing.

 

4.             Costs and Expenses. TheBorrowers will promptly on demand pay or reimburse the Lender for thereasonable costs and expenses incurred by the Lender in connection with thisAmendment.

 

5.             Release. The Borrowers andthe Guarantors hereby release the Lender from any and all liabilities, damagesand claims arising from or in any way related to the Loans, other than suchliabilities, damages and claims which arise after the execution of thisAmendment.  The foregoing release doesnot release or discharge, or operate to waive performance by, the Lender

 

2

----

 

of its express agreementsand obligations stated in the Loan Documents on and after the date of thisAmendment.

 

6.             Continuing Effect of CreditAgreement. Except as expressly amended hereby, all of the provisions of theCredit Agreement are ratified and confirmed and remain in full force andeffect.

 

7.             One Agreement; References; FaxSignature. The Credit Agreement, as amended by this Amendment, will beconstrued as one agreement.  Allreferences in any of the Loan Documents to the Credit Agreement will be deemedto be references to the Credit Agreement as amended by this Amendment.  This Amendment may be signed by facsimilesignatures, and if so signed, (i) may be relied on by each party as if thedocument were a manually signed original and (ii) will be binding on each partyfor all purposes.

 

8.             Captions. The headings tothe Sections of this Amendment have been inserted for convenience of referenceonly and shall in no way modify or restrict any provisions hereof or be used toconstrue any such provisions.

 

9.             Counterparts. This Amendmentmay be executed in multiple counterparts, each of which shall be an originalbut all of which together shall constitute one and the same instrument.

 

10.           Entire Agreement. ThisAmendment, together with the Credit Agreement and the other Loan Documents,sets forth the entire agreement of the parties with respect to the subjectmatter of this Amendment and supersedes all previous understandings, written ororal, in respect of this Amendment.

 

11.           Governing Law. This Amendmentshall be governed by and construed in accordance with the internal laws of theState of Ohio (without regard to Ohio conflicts of law principles).

 

12.           Reaffirmation of Guaranties.The Guarantors hereby each reaffirm their respective Guaranty and acknowledgeand agree that none of the Guarantors is released from its obligations underits Guaranty by reason of this Amendment and that the obligations of theGuarantors under their respective Guaranties extend to the Credit Agreement andthe other Loan Documents as amended by this Amendment.  This reaffirmation of Guaranty shall not beconstrued, by implication or otherwise, as imposing any requirement that theLender notify or seek the consent of any of the Guarantors relative to any pastor future extension of credit, or modification, extension or other action withrespect thereto, in order for any such extension of credit or modification,extension or other action with respect thereto to be subject to the Guaranties,it being expressly acknowledged and reaffirmed that the Guarantors have undertheir respective Guaranty consented, among others things, to modifications,extensions and other actions with respect thereto without any notice thereof orconsent thereto.

 

3

----

 

13.           Other Documents. With thesigning of this Amendment, the Borrowers will deliver to the Lender such otherdocuments, instruments, and agreements deemed necessary or desirable by theLender to effect the amendments to the Borrowers’ credit facilities with theLender contemplated by this Amendment.

 

INWITNESS WHEREOF, the Borrowers and the Guarantors have executed this Amendmentto be effective as of the date set forth in the opening paragraph of thisAmendment.

 

 
|   | **BORROWERS:**             |
|--------|----------------------------|
|   |                       |
|   | MAGNETEK, INC.             |
|   |                       |
|   |                       |
|   | By:                        | /s/ David P. Reiland |   |
|   |                       | David P. Reiland, Executive Vice  President and Chief Financial Officer |
|   |                       |
|   | MAGNETEK ADS POWER, INC.   |
|   |                       |
|   |                       |
|   | By:                        | /s/ David P. Reiland |   |
|   |                       | David P. Reiland, President |
|   |                       |   |
|   | MAXTEC INTERNATIONAL CORP. |
|   |                       |
|   |                       |
|   | By:                        | /s/ David P. Reiland |   |
|   |                       | David P. Reiland, President |
|   |                       |
|   | **GUARANTORS:**            |
|   |                       |
|   | MXT HOLDINGS, INC.         |
|   |                       |
|   |                       |
|   | By:                        | /s/ David P. Reiland |   |
|   |                       | David P. Reiland, President |
|   |                       |   |
|   | MONDEL ULC                 |
|   |                       |
|   |                       |
|   | By:                        | /s/ David P. Reiland |   |
|   | Title:                     | President |   |
|   | Name:                      | David P. Reiland |   |
|   |                       |   |   |
|        |                            |  |  |  |  |  |

 

4

----

 
|                          | MAGNETEK MONDEL HOLDING, INC.         |
|-------------------------------|---------------------------------------|
|                          |                                  |   |
|                          |                                  |   |
|                          | By:                                   | /s/ David P. Reiland |   |
|                          |                                  | David P. Reiland, President |   |
|                          |                                  |
|                          |                                  |
|                          | MAGNETEK LEASING CORPORATION          |
|                          |                                  |
|                          |                                  |
|                          | By:                                   | /s/ David P. Reiland |   |
|                          |                                  | David P. Reiland, President |   |
|                          |                                  |
|                          |                                  |
|                          | MAGNETEK NATIONAL ELECTRIC COIL, INC. |
|                          |                                  |
|                          | By:                                   | /s/ David P. Reiland |   |
|                          |                                  | David P. Reiland, President |   |
|                          |                                  |   |   |
|                          |                                  |   |   |
| Accepted at Cincinnati, Ohio, |                                  |
| as of November 25, 2003  |                                  |
|                          |                                  |
| BANK ONE, NA                  |                                  |
|                          |                                  |
| By:                           | /s/ Jeffrey W. Swartz                 |   |   |
|                          | Jeffrey W. Swartz, Associate Director |   |   |

 

5

----