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
