Exhibit 10.01


 


FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER


 


THIS FIRST AMENDMENT TO CREDIT
AGREEMENT AND WAIVER
(this “Amendment”), dated as of November 29,
2005, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC., a California corporation, in its
capacity as agent for the Lenders and Bank Product Providers (in such capacity
“Agent”), MAGNETEK, INC., a Delaware
corporation (“Parent”) and each of Parent’s Subsidiaries identified on
the signature pages hereof (such Subsidiaries, together with Parent, are
referred to hereinafter as a “Borrower” and individually and
collectively, jointly and severally, as the “Borrowers”).  Terms used herein without definition shall
have the meanings ascribed to them in the Credit Agreement defined below.


 


RECITALS


 


A.                                   The Lenders, Agent and Borrowers have
previously entered into that certain Credit Agreement dated September 30, 2005 (as amended,
modified and supplemented from time to time, the “Credit Agreement”),
pursuant to which the Lenders have made certain loans and financial
accommodations available to Borrowers.


 


B.                                     Certain Events of
Default have occurred and are continuing as a result of Borrowers’ failure to
timely comply with the provisions of Sections 5.24(b), (c) and (d) of the Credit
Agreement (collectively, the “Known Existing Defaults”).


 


C.                                     Borrowers have
requested that Agent and the Lenders waive the Known Existing Defaults and amend the Credit Agreement on the terms and
conditions set forth herein.


 


D.                                    Borrowers are entering into this Amendment
with the understanding and agreement that, except as specifically provided
herein, none of the Lender Group’s rights or remedies as set forth in the
Credit Agreement or any other Loan Document is being waived or modified by the
terms of this Amendment.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


 


1.                                       Amendment to Credit Agreement.


 


(a)                                  The definition of “Permitted Indebtedness”
set forth on Schedule 1.1 to the Credit Agreement is hereby amended by deleting
the “and” at the end of clause (f) thereof, replacing the “.” at the end of
clause (g) thereof with “, and” and adding the following as clause (h) thereof:


 


“(i)                               Indebtedness owed by Parent to Magnetek
S.p.A., a company organized under the laws of Italy, so long as (A) such
Indebtedness, inclusive of any Indebtedness permitted under Section 6.12,
does not exceed $4,000,000 in the aggregate at any one time outstanding and (B)
such Indebtedness is subject to a valid and enforceable subordination agreement
in favor of Agent which is in form and substance satisfactory to Agent.”


 


2.                                       Waiver of Known
Existing Defaults.  Agent and the Lenders hereby
waive enforcement of the Lender Group’s rights against Borrowers arising from
the Known Existing Defaults; provided, however, nothing herein
shall be deemed a waiver with respect to any other or future failure of any
Borrower to comply fully with Section 5.24 of the Credit Agreement.  This waiver shall be effective only for the
specific defaults


 





















 


comprising the Know Existing Defaults, and in no event shall this
waiver be deemed to be a waiver of enforcement of any of the Lender Group’s
rights with respect to any other Defaults or Events of Default now existing or
hereafter arising.  Nothing contained in
this Amendment nor any communications between any Borrower and any member of
the Lender Group shall be a waiver of any rights or remedies the Lender Group
has or may have against any Borrower, except as specifically provided
herein.  Except as specifically provided
herein, each member of the Lender Group hereby reserves and preserves all of
its rights and remedies against each Borrower under the Credit Agreement and
the other Loan Documents.


 


3.                                       Effectiveness of this Amendment. 
Agent must have received the following items, in form and content
acceptable to Agent, before this Amendment, and the waivers provided for herein are effective.


 


(a)                                  Amendment; Acknowledgement.  This Amendment and the attached Acknowledgement by Guarantors, each fully executed in
a sufficient number of counterparts for distribution to all parties.


 


(b)                                 Representations and Warranties.  The
representations and warranties set forth herein and in the Credit Agreement
must be true and correct in all material respects (except where any such
representation or warranty is already subject to a materiality standard, in
which case such representation or warranty is true and correct in all respects)
on and as of the date hereof as though made on and as of the date hereof.


 


(c)                                  Other Required Documentation.  All
other documents and legal matters in connection with the transactions
contemplated by this Amendment shall have been delivered or executed or
recorded, as required by Agent.


 


4.                                       Representations and Warranties.  Each
Borrower represents and warrants as follows:


 


(a)                                  Authority.  Each Borrower has the
requisite corporate power and authority to execute and deliver this Amendment,
and to perform its obligations hereunder and under the Loan Documents (as
amended or modified hereby) to which it is a party.  The execution, delivery and performance by
each Borrower of this Amendment have been duly approved by all necessary
corporate action and no other corporate proceedings are necessary to consummate
such transactions.


 


(b)                                 Enforceability.  This
Amendment has been duly executed and delivered by each Borrower.  This Amendment and each Loan Document (as
amended or modified hereby) is the legal, valid and binding obligation of each
Borrower, enforceable against each Borrower in accordance with its terms, and
is in full force and effect.


 


(c)                                  Representations and Warranties.  The
representations and warranties contained in each Loan Document (other than any
such representations or warranties that, by their terms, are specifically made
as of a date other than the date hereof) are true and correct in all material
respects (except where any such representation or warranty is already subject
to a materiality standard, in which case such representation or warranty is
true and correct in all respects) on and as of the date hereof as though made
on and as of the date hereof.


 


(d)                                 Due Execution.  The
execution, delivery and performance of this Amendment are within the power of
each Borrower, have been duly authorized by all necessary corporate action,
have received all necessary governmental approval, if any, and do not
contravene any law or any contractual restrictions binding on any Borrower.


 


(e)                                  No Default.  After giving effect to the waivers contained in this Amendment, no
event has occurred and is continuing that constitutes a Default or an Event of
Default.


 


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(f)                                    No Duress.  This Amendment has been entered into without
force or duress, of the free will of each Borrower.  Each Borrower’s decision to enter into this
Amendment is a fully informed decision and each Borrower is aware of all legal
and other ramifications of such decision.


 


(g)                                 Counsel.  Each Borrower has read and understands this
Amendment, has consulted with and been represented by legal counsel in
connection herewith, and has been advised by its counsel of its rights and
obligations hereunder and thereunder.


 


5.                                       Choice of Law.  The
validity of this Amendment, its construction, interpretation and enforcement,
the rights of the parties hereunder, shall be determined under, governed by,
and construed in accordance with the internal laws of the State of New York
governing contracts only to be performed in that State.


 


6.                                       Counterparts.  This
Amendment may be executed in any number of counterparts and by different
parties and separate counterparts, each of which when so executed and
delivered, shall be deemed an original, and all of which, when taken together,
shall constitute one and the same instrument. 
Delivery of an executed counterpart of a signature page to this
Amendment by telefacsimile or other similar method of electronic transmission
shall be effective as delivery of a manually executed counterpart of this
Amendment.


 


7.                                       Reference to and Effect on the Loan Documents.


 


(a)                                  Upon and after the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to “the Credit
Agreement”, “thereof” or words of like import referring to the Credit
Agreement, shall mean and be a reference to the Credit Agreement as modified
and amended hereby.


 


(b)                                 Except as specifically amended above, the
Credit Agreement and all other Loan Documents, are and shall continue to be in
full force and effect and are hereby in all respects ratified and confirmed and
shall constitute the legal, valid, binding and enforceable obligations of each
Borrower to the Lender Group and Bank Product Providers.


 


(c)                                  The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lender Group under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.


 


(d)                                 To the extent that any terms and conditions
in any of the Loan Documents shall contradict or be in conflict with any terms
or conditions of the Credit Agreement, after giving effect to this Amendment,
such terms and conditions are hereby deemed modified or amended accordingly to
reflect the terms and conditions of the Credit Agreement as modified or amended
hereby.


 


8.                                       Ratification.  Each Borrower hereby restates, ratifies and
reaffirms each and every term and condition set forth in the Credit Agreement,
as amended hereby, and the Loan Documents effective as of the date hereof.


 


9.                                       Estoppel.  To induce Agent and the
Lenders to enter into this Amendment and to continue to make advances to
Borrowers under the Credit Agreement, each Borrower hereby acknowledges and
agrees that, as of the date hereof, there exists no right of offset, defense,
counterclaim or objection in favor of any Borrower as against any member of the
Lender Group or any Bank Product Provider with respect to the Obligations.


 


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10.                                 Integration.  This Amendment, together with
the other Loan Documents, incorporates all negotiations of the parties hereto
with respect to the subject matter hereof and is the final expression and
agreement of the parties hereto with respect to the subject matter hereof.


 


11.                                 Severability.  In
case any provision in this Amendment shall be invalid, illegal or
unenforceable, such provision shall be severable from the remainder of this
Amendment and the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


12.                                 Submission of
Amendment.  The submission of this Amendment
to the parties or their agents or attorneys for review or signature does not
constitute a commitment by Agent or the Lenders to waive any of the Lender
Group’s rights and remedies under the Loan Documents, and this Amendment shall
have no binding force or effect until all of the conditions to the
effectiveness of this Amendment have been satisfied as set forth herein.


 


 


[Signature page follows]


 


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


 


	
   

  	
  MAGNETEK, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David P. Reiland

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David P. Reiland

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Executive Vice President and

  	
   

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGNETEK ADS POWER, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David P. Reiland

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David P. Reiland

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGNETEK MONDEL HOLDING, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David P. Reiland

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David P. Reiland

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS
  FARGO FOOTHILL, INC.,

  
	
   

  	
  a
  California corporation,

  
	
   

  	
  as
  Agent and as sole Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jeff Royston

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Jeff Royston

  	
   

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  	
   

  
							



 


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ACKNOWLEDGEMENT BY GUARANTORS


 


In connection with the
foregoing First Amendment to Credit Agreement and Waiver (the “Amendment”), each of the undersigned,
being a Guarantor (as defined in the Credit Agreement referenced in the
Amendment) under their respective Guaranties (as defined in the Credit
Agreement referenced in the Amendment), hereby acknowledges and agrees to the
Amendment and confirms and agrees that its Guaranty is and shall continue to
be, in full force and effect and is hereby ratified and confirmed in all
respects except that, upon the effectiveness of, and on and after the date of
the Amendment, each reference in such Guaranty to the Credit Agreement (as
defined in the Amendment), “thereunder”, “thereof” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended or modified by the Amendment.  Although Agent and the Lenders have informed
Guarantors of the matters set forth above, and Guarantors have acknowledged the
same, each Guarantor understands and agrees that neither the Lender Group nor
the Bank Product Providers have any duty under the Credit Agreement, any
Guaranty or any other agreement with any Guarantor to so notify any Guarantor
or to seek such an acknowledgement, and nothing contained herein is intended to
or shall create such a duty as to any transaction hereafter.


 


	
   

  	
  MAGNETEK
  NATIONAL ELECTRIC COIL, INC.,
a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David P. Reiland

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David P. Reiland

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGNETEK
  ALTERNATIVE ENERGY, INC.,
a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David P. Reiland

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David P. Reiland

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MONDEL
  ULC,
a Nova Scotia unlimited liability
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David P. Reiland

  	
   

  
	
   

  	
  Name:

  	
   

  	
  David P. Reiland

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
							



 


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