EXHIBIT 10.53
SECOND AMENDMENT TO RESTATED CREDIT AGREEMENT
THIS DOCUMENT is entered into as of March 26, 1999, between MAGNETEK,
INC., a Delaware corporation ("BORROWER"), certain Lenders, NATIONSBANK, N.A.
(successor by merger with NationsBank of Texas, N.A., "AGENT"), as Agent for
Lenders, and CIBC INC., THE FIRST NATIONAL BANK OF CHICAGO, THE LONG-TERM CREDIT
BANK OF JAPAN, LTD., BANKERS TRUST COMPANY, CREDIT LYONNAIS - NEW YORK BRANCH,
and UNION BANK OF CALIFORNIA, N.A., as Co-Agents for Lenders.
Borrower, Agent, Co-Agents, and Lenders are party to the Restated
Credit Agreement (as renewed, extended, and amended, the ("CREDIT AGREEMENT")
dated as of June 20, 1997, providing for a $350,000,000 revolving credit
facility. Borrower, Agent, and Determining Lenders have agreed, upon the
following terms and conditions, to the amendment described in PARAGRAPH 2 below
in order to permit the sale of certain assets. Accordingly, for adequate and
sufficient consideration, Borrower, Agent, and Lenders agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this document (A) terms
defined in the Credit Agreement have the same meanings when used in this
document and (B) references to "SECTIONS," "SCHEDULES," and "EXHIBITS" are to
the Credit Agreement's sections, schedules, and exhibits.
2. AMENDMENT. SECTION 9.11 is amended by (A) deleting the word "AND" before
CLAUSE (h) in that section and (B) adding the following to the end of that
section:
, AND (I) THE SALE BY BORROWER TO XXXXXXX ELECTRIC COMPANY FOR
$115,000,000 OF ITS GENERATOR BUSINESS, INCLUDING ITS
ALTERNATOR MANUFACTURING FACILITY IN LEXINGTON, TENNESSEE, ALL
OF ITS INVENTORY AT THAT FACILITY, ALL OF ITS ACCOUNTS
RECEIVABLE FROM ITS GENERATOR BUSINESS, CERTAIN OTHER
EQUIPMENT AND INVENTORY FOR THAT BUSINESS LOCATED OUTSIDE OF
ITS LEXINGTON, TENNESSEE, FACILITY, AND ALL OF ITS OWNERSHIP
OF ITS SUBSIDIARY MAGNETEK CHINA LIMITED, A CAYMAN ISLAND
COMPANY.
3. CONDITIONS PRECEDENT. PARAGRAPH 2 above is not effective until Agent receives
counterparts of this document executed by Borrower, each Domestic Restricted
Company, and Determining Lenders.
4. RATIFICATIONS. Borrower (A) ratifies and confirms all provisions of the Loan
Documents as amended by this document, (B) ratifies and confirms that, (EXCEPT
in respect of the release of Lender Liens on the assets described in PARAGRAPH 2
above and as permitted by SECTION 5.5(b)), all guaranties, assurances, and Liens
granted, conveyed, or assigned to Agent under the Loan Documents are not
released, reduced, or otherwise adversely affected by this document and continue
to guarantee, assure, and secure full payment and performance of the present and
future Obligation, and (C) agrees to perform such acts and duly authorize,
execute, acknowledge, deliver, file, and record such additional documents and
certificates as Agent may request in order to create, perfect, preserve, and
protect those guaranties, assurances, and Liens.
5. REPRESENTATIONS. To induce Agent, Co-Agents, and Lenders to enter into this
document, Borrower represents and warrants to Agent, Co-Agents, and Lenders that
as of the date of this document (A) all representations and warranties in the
Loan Documents are true and correct in all material respects EXCEPT
SECOND AMENDMENT
to the extent that any of them speak to a different specific date or the facts
on which any of them were based have been changed by transactions contemplated
or permitted by the Credit Agreement, and (B) no Material Adverse Event,
Default, or Potential Default exists.
6. EXPENSES. Borrower shall pay all costs, fees, and expenses paid or incurred
by Agent incident to this document, including, without limitation, the
reasonable fees and expenses of Agent's counsel in connection with the
negotiation, preparation, delivery, and execution of this document and any
release or other related documents.
7. MISCELLANEOUS. All references in the Loan Documents to the "CREDIT AGREEMENT"
refer to the Credit Agreement as amended by this document. This document is a
"LOAN DOCUMENT" referred to in the Credit Agreement, and the provisions relating
to Loan Documents in SECTIONS 1 and 14 of the Credit Agreement are incorporated
in this document by reference. Except as specifically amended by this document,
the Credit Agreement is unchanged and continues in full force and effect. This
document may be executed in any number of counterparts with the same effect as
if all signatories had signed the same document. All counterparts must be
construed together to constitute one and the same instrument. This document
binds and inures to each of the undersigned and their respective successors and
permitted assigns, subject to the terms of the Credit Agreement. THIS DOCUMENT
AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGE FOLLOWS.
2 SECOND AMENDMENT
