Exhibit
10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 15,
2008, amends and supplements that certain Credit Agreement dated as of November 6,
2007, as amended to date (as so amended and as the same may be further amended,
restated or supplemented from time to time, the “Credit Agreement”), by and
between ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association
(the “Bank”), and MAGNETEK, INC., a Delaware corporation (the “Company”).


 


RECITAL


 


The
Company and the Bank desire to amend and supplement the Credit Agreement as
provided below.


 


AGREEMENTS


 


In
consideration of the Recital and the promises and agreements set forth in the
Credit Agreement, as amended hereby, the parties agree as follows:


 


1.             Definitions
and References.  Capitalized terms
not otherwise defined herein have the meanings assigned in the Credit
Agreement.  All references to the Credit
Agreement contained in the Collateral Documents and the other Loan Documents
shall, upon the execution of this Amendment, mean the Credit Agreement as
amended by this Amendment.


 


2.             Amendments
to Credit Agreement.


 


(a)           The
defined term “Maturity Date” in section 1 of the Credit Agreement is amended by
deleting the date “November 1, 2009” contained therein and inserting the
date “November 1, 2010” in its place.


 


(b)           Section 5.2
of the Credit Agreement is amended by deleting the amount “250,000” contained
therein and inserting the amount “$500,000” in its place.


 


(c)           Clause
(ii) of subsection (a) of section 6.6 of the Credit Agreement is
amended by deleting the amount “$500,000” contained therein and inserting the
amount “$1,000,000” in its place.


 


(d)           Section 6.10
of the Credit Agreement is amended in its entirety to read as follows:


 


6.10         Operating Profit.  Permit the Operating Profits of the Company
and its Consolidated Subsidiaries calculated for the four (4) fiscal
quarter period ending on the date of determination to be less than the
following amounts as of the last day of the following fiscal quarters:


 


	
  Fiscal Quarter

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fiscal
  quarter ending December 31, 2008

  	
   

  	
   

  	
  $

  	
  3,250,000

  	
   

  
	
  Fiscal
  quarter ending June 30, 2009

  	
   

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
  Fiscal
  quarter ending December 31, 2009

  	
   

  	
   

  	
  $

  	
  3,500,000

  	
   

  
	
  Fiscal
  quarter ending June 30, 2010

  	
   

  	
   

  	
  $

  	
  3,750,000

  	
   

  



 

















 


(e)           Section 6.11
of the Credit Agreement is amended in its entirety to read as follow:


 


6.11         Capital Expenditures.  Make or commit to make, directly or
indirectly, any Capital Expenditure if, after giving effect thereto, the
aggregate amount of all Capital Expenditures by the Company and its
Consolidated Subsidiaries would exceed (a) $2,000,000 for the fiscal year
ending June 30, 2009 and (b) $2,500,000 for the fiscal year ending June 30,
2010.


 


3.             Closing
Conditions.  This Amendment shall
become effective upon the execution and delivery by the parties of this
Amendment and receipt by the Bank of:


 


(a)           a
certificate of good standing of the Company issued by the Delaware Secretary of
State, dated within ten (10) days of the date hereof;


 


(b)           a
$500.00 amendment fee which shall be fully earned and non-refundable on the
date hereof; and


 


(c)           such
other forms, certificates, agreements, documents and instruments that the Bank
reasonably requests.


 


4.             No Waiver.   The Company agrees that nothing contained
herein shall be construed by the Company as a waiver by the Bank of the Company’s
compliance with each representation, warranty and/or covenant contained in the
Credit Agreement, the Collateral Documents and the other Loan Documents and
that no waiver of any provision of the Credit Agreement, the Collateral
Documents or the other Loan Documents by the Bank has occurred.  The Company further agrees that nothing
contained herein shall impair the right of the Bank to require strict performance
by the Company of the Credit Agreement.


 


5.             Representations and Warranties.  The Company represents and warrants to the
Bank that:


 


(a)           The execution and delivery of this
Amendment is within its corporate power, has been duly authorized by proper
corporate action on the part of the Company, is not in violation of any
existing law, rule or regulation of any governmental agency or authority,
any order or decision of any court, the Certificate of Incorporation or By-Laws
of the Company or the terms of any agreement, restriction or undertaking to
which the Company is a party or by which it is bound, and does not require the
approval or consent of the members of the Company, any governmental body,
agency or authority or any other person or entity, except for those approvals
and consents which have already been obtained and are in full force and effect;
and


 


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(b)           The representations and warranties of
the Company contained in the Loan Documents are true and correct in all
material respects as of the date of this Amendment (except to the extent such
representations and warranties relate to an earlier date in which case they are
true and correct in all material respects as of such earlier date).


 


6.             Miscellaneous.


 


(a)           Expenses and Fees.  The Company agrees to pay on demand all
reasonable out-of-pocket costs and expenses paid or incurred by the Bank in
connection with the negotiation, preparation, execution and delivery of this
Amendment and all forms, certificates, agreements, documents and instruments
hereto or otherwise contemplated hereby, including the reasonable fees and
expenses of the Bank’s counsel.


 


(b)           Amendments and Waivers.  This Amendment may not be changed or amended
orally, and no waiver hereunder may be oral, and any change or amendment hereto
or any waiver hereunder must be in a writing which is identified as an
amendment or waiver of this Amendment and signed by the party or parties
against whom such change, amendment or waiver is sought to be enforced.


 


(c)           Headings.  The headings in this Amendment are intended
solely for convenience of reference and shall be given no effect in the
construction or interpretation of this Amendment.


 


(d)           Affirmation.  Each party hereto affirms and acknowledges
that the Credit Agreement as amended by this Amendment remains in full
force and effect in accordance with its terms.


 


(e)           Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute one and the same instrument.  Delivery of an executed counterpart by
facsimile or by e-mail of a portable document file (PDF) shall be as effective
as delivery of an original counterpart hereof.


 


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IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  MAGNETEK,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Marty J. Schwenner

  
	
   

  	
   

  	
  Marty
  J. Schwenner, Vice President and

  
	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  BANK:

  
	
   

  	
   

  
	
   

  	
  ASSOCIATED
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory A. Larson

  
	
   

  	
   

  	
  Gregory
  A. Larson, Senior Vice President

  
				



 


Signature Page to Amendment