Exhibit
10.02


 


AMENDMENT
NO. 1 TO FINANCING AGREEMENT


 


This AMENDMENT NO. 1 TO
FINANCING AGREEMENT (this “Amendment”), dated as of November
29, 2005, is entered into by and among MAGNETEK,
INC., a Delaware corporation (the ”Borrower”), each
subsidiary of the Borrower listed as a “Guarantor” on the signature pages
hereto (each a “Guarantor” and collectively, jointly and severally, the
“Guarantors”), the lenders from time to time party hereto (each a “Lender”
and collectively, the ”Lenders”), ABLECO
FINANCE LLC, a Delaware limited liability company (“Ableco”),
as collateral agent for the Lenders (in such capacity, together with any
successor collateral agent, the ”Collateral Agent”), and Ableco, as
administrative agent for the Lenders (in such capacity, together with any
successor administrative agent, the ”Administrative Agent” and
together with the Collateral Agent, each an “Agent” and collectively,
the “Agents”).


 


RECITALS


 


WHEREAS, the Borrower, the Guarantors, the Agents,
and the Lenders are parties to that certain Financing Agreement, dated as of
September 30, 2005 (as amended, restated, supplemented or otherwise modified
from time to time, the “Financing Agreement”);


 


WHEREAS, certain Events of Default have occurred and
are continuing as a result of failure of the Borrower and the Guarantors (each
of the Guarantors and Borrower individually a “Loan Party”, and
collectively, the “Loan Parties”) to timely comply with the provisions of Sections 7.01(v)(ii), (iii)
and (iv) of the Financing Agreement (collectively, the “Known
Existing Defaults”); and


 


WHEREAS, the Loan Parties have requested that the
Agents and the Lenders (collectively, the “Lender Group”) waive the Known Existing Defaults and amend
the Financing Agreement, in each case as provided below, and the Lenders are
willing to accommodate the Loan Parties’ requests, but only on the terms and
subject to the conditions specified herein;


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


1.                                      Definitions. 
Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the Financing Agreement, as amended hereby.


 


2.                                      Amendment
To Financing Agreement.


 


(a)                                  The definition of “Permitted
Indebtedness” set forth in Section 1.01 of the Financing Agreement is
hereby amended by deleting the “and” at the end of clause (g) thereof,
replacing the “.” at the end of clause (h) thereof with “; and” and adding the
following as clause (i) thereof:


 


“(i)                               Indebtedness owed by Borrower 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
7.02(e), 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 in favor of the Collateral Agent, for the
benefit of the Agents and the Lenders, which is in form and substance
satisfactory to the Collateral Agent.”


 


3.                                      Waiver Of
Known Existing Defaults.  Agents and
Lenders hereby waive enforcement of the Lender Group’s rights against the Loan
Parties arising from the Known Existing Defaults; provided, however,
nothing herein shall be deemed a waiver with respect to any other future
failure of any Loan Party to comply fully with Section 7.01 of the
Financing Agreement or any other provision of any Loan Document.  This waiver shall be effective only for the
specific defaults comprising the Known 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 Loan Party and
any member of the Lender Group shall be a waiver of any rights or remedies of
the Lender Group has or may have against any Loan Party, 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.


 


4.                                      Limited
Amendment; Full Force And Effect.  The amendment
set forth in Section 2 of this Amendment shall be limited precisely as
written and shall not be deemed (a) to be an amendment of any other term or
condition of the Financing Agreement or the other Loan Documents, to prejudice
any right or remedy which the Agents or the Lenders may now have or may have in
the future under or in connection with the Financing Agreement or the other
Loan Documents or (b) to be a consent to any future amendment or departure from
the terms and conditions of the Financing Agreement or the other Loan
Documents.  This Amendment shall be
construed in connection with and as part of the Loan Documents, and all terms,
conditions, representations, warranties, covenants and agreements set forth in
the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 


5.                                      Representations
And Warranties.  Each Loan Party hereby represents and
warrants to each Agent and each Lender as follows:


 


(a)                                  Each has the requisite 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 articles of
organization and operating agreement of each Loan Party have not been amended
since prior to the Effective Date.


 


(b)                                 The execution, delivery, and
performance by each Loan Party of this Amendment and the performance by it of
each Loan Document to which it is a party (i) have been duly approved by all
necessary action and no other proceedings are necessary to consummate such
transactions; and (ii) are not in contravention of (A) any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court or governmental authority binding on it, (B) the terms of its
organizational documents, or (C) any provision of any contract or undertaking
to which it is a party or by which any of its properties may be bound or
affected, except where the same could not reasonably be expected to result in a
Material Adverse Effect;


 


(c)                                  This Amendment has been duly
executed and delivered by each Loan Party. 
This Amendment and each Loan Document (as amended or modified hereby) is
the legal, valid and


 


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binding obligation of each Loan Party, enforceable against such Loan
Party in accordance with its terms, and is in full force and effect except as
such validity and enforceability is limited by the laws of insolvency and
bankruptcy, laws affecting creditors’ rights and principles of equity
applicable hereto;


 


(d)                                 The execution, delivery and
performance by each Loan Party of this Amendment and the performance by each
Loan Party of the Financing Agreement as amended hereby do not and will not
require any authorization or approval of, or other action by, or notice to or
filing with any Governmental Authority or regulatory body or the consent of any
third party which has not yet been obtained, except, solely with regard to any
regulatory body or the consent of any third party, where the same could not
reasonably be expected to result in a Material Adverse Effect;


 


(e)                                  No injunction, writ, restraining
order, or other order of any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein has been issued and
remains in force by any Governmental Authority against any Loan Party, either
Agent or any Lender;


 


(f)                                    After giving effect to this
Amendment, no event has occurred and is continuing or will result from the
consummation of the transactions contemplated by this Amendment that would
constitute a Default or an Event of Default under and as defined in the
Financing Agreement;


 


(g)                                 After giving effect to this
Amendment, the representations and warranties in the Financing Agreement and
the other Loan Documents are true and correct in all material respects (except
that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the
text thereof) on and as of the date hereof, as though made on such date (except
to the extent that such representations and warranties relate solely to an
earlier date);


 


(h)                                 This Amendment has been entered into
without force or duress, of the free will of each Loan Party.  Each Loan Party’s decision to enter into this
Amendment is a fully informed decision and each Loan Party is aware of all
legal and other ramifications of such decision; and


 


(i)                                     Each Loan Party 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.


 


6.                                      Reaffirmation.


 


(a)                                  Borrower. 
The Borrower hereby reaffirms its obligations under each Loan Document
to which it is a party.  The Borrower
hereby further ratifies and reaffirms the validity and enforceability of all of
the liens and security interests heretofore granted, pursuant to and in
connection with the Collateral Documents to the Collateral Agent, on behalf and
for the benefit of the Lender Group, as collateral security for the obligations
under the Loan Documents in accordance with their respective terms, and
acknowledges that all of such liens and security interests, and all collateral
heretofore pledged as security for such obligations, continues to be and remain
collateral for such obligations from and after the date hereof.


 


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(b)                                 Guarantor. 
Each Guarantor hereby (i) consents to this Amendment and the waivers
granted therein; (ii) acknowledges and reaffirms all obligations owing by
it to the Agents and Lenders under any Loan Document to which it is a party and
represents and warrants that, after giving effect to the Amendment, all of its
representations and warranties contained in the Guaranty and in each of the
Collateral Documents and the other Loan Documents to which such Guarantor is a
party are true, accurate and complete as if made the date hereof (unless any
such representation or warranty is expressly made as of a specific date, in
which event it shall be true, accurate and complete in all material respects as
of such specified date), (iii) agrees that each Loan Document to which it
is a party is and shall remain in full force and effect and shall not be impaired
or otherwise affected by the execution of the Amendment or any other document
or instrument delivered in connection herewith, (iv) ratifies and
reaffirms the validity and enforceability of all of the liens and security
interests heretofore granted by it, pursuant to and in connection with the
Security Agreement and any other Collateral Document to which such Guarantor is
a party, to the Collateral Agent, on behalf and for the benefit of the Lender
Parties, as collateral security for the Guaranteed Obligations of such
Guarantor, and acknowledges that all of such liens and security interests, and
all collateral heretofore pledged as security for such obligations, continues
to be and remain collateral for such obligations from and after the date
hereof, and (v) ratifies and confirms its consent to any previous amendments of
the Financing Agreement and any previous waivers granted with respect to the
Financing Agreement.  Although each of
the Guarantors have been informed of the matters set forth herein and have
acknowledged and agreed to same, each of the Guarantors understands that the
Agents and the Lenders shall have no obligation to inform the Guarantors of
such matters in the future or to seek the Guarantors’ acknowledgement or
agreement to future amendments, waivers, or modifications, and nothing herein
shall create such a duty.


 


7.                                      Conditions
Precedent To Amendment


 


The satisfaction of each of the following shall
constitute conditions precedent to the effectiveness of this Amendment and each
and every provision hereof:


 


(a)                                  Collateral Agent shall have received
this Amendment, duly executed and delivered by the parties hereto, and the same
shall be in full force and effect;


 


(b)                                 No injunction, writ, restraining
order, or other order of any nature prohibiting, directly or indirectly, the
consummation of the transactions contemplated herein shall have been issued and
remain in force by any Governmental Authority against any Loan Party, either
Agent, or any Lender;


 


(c)                                  The representations and warranties
set forth herein and in the Financing Agreement are true and correct in all
material respects (except that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or
modified by materiality in the text thereof) on and as of the date hereof, as
though made on such date (except to the extent that such representations and
warranties relate solely to an earlier date); and


 


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(d)                                 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 Collateral
Agent.


 


8.                                      Governing
Law.  THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.


 


9.                                      Entire
Amendment; Effect Of Amendment.  This Amendment, and the terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or
contemporaneous amendments relating to the subject matter hereof.  Except for the amendments to the Financing
Agreement expressly set forth in Section 2 hereof, the Financing
Agreement and other Loan Documents shall remain unchanged and in full force and
effect.  To the extent any terms or
provisions of this Amendment conflict with those of the Financing Agreement or
other Loan Documents, the terms and provisions of this Amendment shall control.  This Amendment is a Loan Document.  The amendments set forth herein are limited
to the specifics hereof, shall not apply with respect to any facts or
occurrences other than those on which the same are based, shall not excuse
future non-compliance with the Financing Agreement or the other Loan Documents,
and shall not operate as a consent to or waiver of any further or other matter,
under the Loan Documents.


 


10.                               Headings. 
Section and subsection headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.


 


11.                               Counterparts;
Telecopy Execution.  This Amendment may be executed in
any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute this
Amendment by signing any such counterpart. 
Delivery of an executed counterpart of this Amendment by telecopy shall
be equally as effective as delivery of an original executed counterpart of this
Amendment.  Any party delivering an
executed counterpart of this Amendment by telecopy also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment.


 


12.                               Miscellaneous.


 


(a)                                  Upon the effectiveness of this
Amendment, each reference in the Financing Agreement to “this Agreement”,
“hereunder”, “herein”, “hereof” or words of like import referring to the
Financing Agreement shall mean and refer to the Financing Agreement as amended
by this Amendment.


 


(b)                                 Upon the effectiveness of this
Amendment, each reference in the Loan Documents to the “Financing Agreement”,
“thereunder”, “therein”, “thereof” or words of like import referring to the
Financing Agreement shall mean and refer to the Financing Agreement as amended
by this Amendment.


 


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(c)                                  Except as expressly provided herein,
(i) the Agents and the Lenders hereby reserve all remedies, powers, rights, and
privileges that the Agents and the Lenders may have under the Financing
Agreement or the other Loan Documents, at law (including under the Code), in
equity, or otherwise; (ii) all terms, conditions, and provisions of the
Financing Agreement and the other Loan Documents are and shall remain in full
force and effect; and (iii) nothing herein shall operate as a consent to or a
waiver, amendment, or forbearance in respect of any matter (including any Event
of Default whether presently existing or subsequently occurring) or any other
right, power, or remedy of the Agents or the Lenders under the Financing
Agreement and the other Loan Documents. 
No delay on the part of the Agents and the Lenders in the exercise of
any remedy, power, right or privilege shall impair such remedy, power, right,
or privilege or be construed to be a waiver of any default, nor shall any
partial exercise of any such remedy, power, right or privilege preclude further
exercise thereof or of any other remedy, power, right or privilege.


 


(d)                                 To induce the Agents and the Lenders
to enter into this Amendment and to continue to make advances to the Loan
Parties under the Financing Agreement, each Loan Party hereby acknowledges and
agrees that, as of the date hereof, there exists no right of offset, defense,
counterclaim or objection in favor of any Loan Party as against any member of
the Lender Group with respect to the Obligations.


 


(e)                                  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.


 


(f)                                    The submission of this Amendment to
the parties or their agents or attorneys for review or signature does not
constitute a commitment by either Agent or any Lender 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 PAGES
FOLLOW]


 


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IN WITNESS WHEREOF, the
parties have caused this Amendment to be executed and delivered as of the date
first written above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  MAGNETEK,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P.
  Reiland

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David P. Reiland

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  MAGNETEK
  ADS POWER, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P.
  Reiland

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David P. Reiland

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGNETEK
  MONDEL HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P.
  Reiland

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David P. Reiland

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MONDEL
  ULC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P.
  Reiland

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David P. Reiland

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAGNETEK
  NATIONAL ELECTRIC COIL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P.
  Reiland

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David P. Reiland

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


[SIGNATURE PAGE TO
AMENDMENT NO. 1 TO FINANCING AGREEMENT]


 


S-1





















 


	
   

  	
  MAGNETEK
  ALTERNATIVE ENERGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P.
  Reiland

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David P. Reiland

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


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  COLLATERAL AGENT AND

  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  
	
   

  	
  ABLECO FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Genda

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin Genda

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice Persident

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  ABLECO FINANCE LLC,
  on behalf of itself and its affiliate assigns

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin Genda

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin Genda

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice Persident

  
					



 


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