FIRST AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT is entered into as of November 13, 1995, between MAGNETEK,
INC., a Delaware corporation ("BORROWER"), certain Lenders, NATIONSBANK OF
TEXAS, N.A. ("AGENT"), as Agent for Lenders, and CIBC INC., THE FIRST NATIONAL
BANK OF CHICAGO, and LTCB TRUST COMPANY as Co-Agents for Lenders.
Borrower, Agent, Co-Agents, and certain Lenders are party to the Credit
Agreement (as renewed, extended, and amended, the "CREDIT AGREEMENT") dated as
of March 31, 1995, providing for a $225,000,000 revolving credit facility and a
$75,000,000 term loan. Borrower, Agent, and Determining Lenders have agreed,
upon the following terms and conditions, to amend the Credit Agreement to
provide for (a) the exclusion from the definitions of "EBIT," "EBITDA," and
"INTEREST EXPENSE," the results of those operations presently classified as
discontinued operations as of the date hereof to the extent that those
operations remain classified as discontinued, and (b) changes in the minimum
Fixed-Charge Coverage ratio. Accordingly, for adequate and sufficient
consideration, Borrower, Agent, and Determining Lenders agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this amendment,
terms defined in the Credit Agreement have the same meanings when used in this
amendment.
2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is amended as
follows:
(a) SECTION 1 is amended by entirely amending the following terms:
EBIT MEANS -- FOR ANY PERSON, FOR ANY PERIOD, AND WITHOUT
DUPLICATION -- THE SUM OF (a) NET INCOME (WITHOUT REGARD TO
EXTRAORDINARY ITEMS), PLUS (b) TO THE EXTENT ACTUALLY DEDUCTED IN
CALCULATING NET INCOME, INTEREST EXPENSE AND INCOME TAXES, AND (c)
MINUS OR PLUS, RESPECTIVELY, ANY NET GAINS OR LOSSES FROM DISCONTINUED
OPERATIONS THAT ARE NOT EXTRAORDINARY ITEMS.
EBITDA MEANS -- FOR ANY PERSON, FOR ANY PERIOD, AND WITHOUT
DUPLICATION -- THE SUM OF (a) EBIT PLUS (b) TO THE EXTENT ACTUALLY
DEDUCTED IN CALCULATING NET INCOME, DEPRECIATION AND AMORTIZATION FROM
CONTINUING OPERATIONS.
INTEREST EXPENSE MEANS -- FOR ANY PERSON, FOR ANY PERIOD, AND
WITHOUT DUPLICATION -- ALL INTEREST ON FUNDED DEBT ALLOCATED TO
CONTINUING OPERATIONS, WHETHER PAID IN CASH OR ACCRUED AS A LIABILITY
AND PAYABLE IN CASH DURING ANY SUBSEQUENT PERIOD (INCLUDING, WITHOUT
LIMITATION, THE INTEREST COMPONENT OF CAPITAL LEASES), AS DETERMINED
BY GAAP, AND -- EXCEPT FOR PURPOSES OF CALCULATING INTEREST EXPENSE IN
SECTION 10.5 -- PREMIUM OR PENALTY FOR REPAYMENT, REDEMPTION, OR
REPURCHASE OF DEBT.
(b) SECTION 10.5(a) is entirely amended as follows:
(a) THE RATIO -- DETERMINED AS OF THE LAST DAY OF EACH FISCAL
QUARTER (COMMENCING JUNE 30, 1995) OF BORROWER FOR THE FOUR QUARTERS
THEN ENDED -- OF THE COMPANIES' EBIT TO INTEREST EXPENSE TO BE LESS
THAN:
QUARTER(S) ENDED RATIO
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6/30/95 THROUGH 9/30/95 1.55 TO 1.00
12/31/95 1.45 TO 1.00
3/31/96 1.60 TO 1.00
6/30/96 AND EACH QUARTER ENDING AFTER THAT 1.80 TO 1.00
3. CONDITIONS PRECEDENT. PARAGRAPH 2 above is not effective until Agent
receives (a) counterparts of this amendment executed by Borrower, each
Restricted Company, and Determining Lenders, and (b) an amendment fee for
Lenders according to each Lender's Commitment Percentage in an amount equal to
0.10% of the total Commitments as of the date first stated above.
4. RATIFICATIONS. Borrower (a) ratifies and confirms all provisions of
the Loan Documents as amended by this amendment, (b) ratifies and confirms that
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 amendment 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. Borrower represents and warrants to Agent and
Lenders that as of the date of this amendment (a) all representations and
warranties in the Loan Documents are true and correct in all material respects
EXCEPT to the extent that (i) any of them speak to a different specific date or
(ii) 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. MISCELLANEOUS. All references in the Loan Documents to the "CREDIT
AGREEMENT" refer to the Credit Agreement as amended by this amendment. This
amendment 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 amendment by reference. Except as
specifically amended and modified in this amendment, the Credit Agreement is
unchanged and continues in full force and effect. This amendment 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 amendment binds and
inures to each of the undersigned and their respective successors and permitted
assigns, subject to the terms of the Credit Agreement. THIS AMENDMENT AND THE
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.
EXECUTED as of the date first stated above.
MAGNETEK, INC., NATIONSBANK OF TEXAS, N.A.,
as BORROWER as AGENT and a LENDER
By /s/ Xxxx X. Xxxxxxx, Xx. By /s/ Xxxxxx X. Xxxxxxx
------------------------------------ ------------------------------
Xxxx X. Xxxxxxx, Xx., Vice President Xxxxxx X. Xxxxxxx, Vice
and Treasurer President
ADDITIONAL SIGNATURE PAGE(S) FOLLOW.
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THE FIRST NATIONAL BANK OF CHICAGO, CIBC INC.,
as a CO-AGENT and a LENDER as a CO-AGENT and a LENDER
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxxxxx Xxx
------------------------------------ ------------------------------
Xxxxx X. Xxxxxx, Vice President Xxxxxxxxx Xxx, Vice President
LTCB TRUST COMPANY, FIRST UNION NATIONAL BANK OF
as a CO-AGENT and a LENDER TENNESSEE, as a LENDER
By /s/ Xxxx X. Xxxxxxxx By /s/ Xxxxxxx X. Xxxxx
------------------------------------ ------------------------------
Name: Xxxx X. Xxxxxxxx Xxxxxxx X. Xxxxx, Vice
Title: Executive Vice President President
CREDIT LYONNAIS - CAYMAN ISLAND FLEET BANK OF MASSACHUSETTS, N.A.,
BRANCH, as a LENDER as a LENDER
By /s/ Xxxxxxxxx Xxxxxx By /s/ Xxxxxx X. Xxxxxxx
------------------------------------ ------------------------------
Name: Xxxxxxxxx Xxxxxx Xxxxxx X. Xxxxxxx, Vice
Title: Authorized Signature President
SOCIETE GENERALE, SOUTHWEST THE BANK OF CALIFORNIA, N.A.,
AGENCY, as a LENDER as a LENDER
By /s/ Thierry Namuroy By /s/ Xxxxx Xxxx
------------------------------------ ------------------------------
Thierry Namuroy, Vice President Xxxxx Xxxx, Vice President
UNION BANK, ARAB BANKING CORPORATION,
as a LENDER as a LENDER
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxx Xxxxxx
------------------------------------ ------------------------------
Xxxxx X. Xxxxxx, Vice President Xxxxxx Xxxxxx, Vice President
BANQUE FRANCAISE DU COMMERCE THE BOATMEN'S NATIONAL BANK OF
EXTERIEUR, as a LENDER ST. LOUIS, as a LENDER
By /s/ Xxxx X. Xxxxx By /s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------ ------------------------------
Xxxx Xxxxx, Assistant Vice President Xxxxxxxx X. Xxxxxxxxxxx,
Assistant Vice President
By /s/ Xxxx X. Xxxxxxxxxx
------------------------------------
Xxxx Xxxxxxxxxx, Vice President and
Regional Manager
ADDITIONAL SIGNATURE PAGE(S) FOLLOW.
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COMMERZBANK AG, ATLANTA AGENCY, CREDITANSTALT CORPORATE FINANCE,
as a LENDER INC., as a LENDER
By /s/ Xxxx Xxxxxxx By /s/ Xxxxxx X. Xxxxxxx
------------------------------------ ------------------------------
Xxxx Xxxxxxx, Assistant Vice Xxxxxx X. Xxxxxxx, Vice
President President
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxx X. Birinsy
------------------------------------ ------------------------------
(Name) Xxxxx X. Xxxxxx (Name) Xxxxxx X. Birinsy
(Title) Vice President (Title) Senior Vice President
FIRST AMERICAN NATIONAL BANK,
as a LENDER
By /s/ Xxxx Xxxxxx
------------------------------
Xxxx Xxxxxx, Vice President
To induce Agent to enter into this amendment, the undersigned consent and
agree (a) to its execution and delivery, (b) that this amendment in no way
releases, diminishes, impairs, reduces, or otherwise adversely affects any
Liens, guaranties, assurances, or other obligations or undertakings of any of
the undersigned under any Loan Documents, and (c) waive notice of acceptance of
this consent and agreement, which consent and agreement binds the undersigned
and their successors and permitted assigns and inures to Agent and their
respective successors and permitted assigns.
MAGNETEK CENTURY ELECTRIC, INC.,
MAGNETEK NATIONAL ELECTRIC COIL, INC.,
and MAGNETEK OHIO TRANSFORMER, INC.,
as GUARANTORS
By /s/ Xxxx X. Xxxxxxx, Xx.
-----------------------------------
Xxxx Xxxxxxx, Xx., Vice President
and Treasurer of all of the
foregoing companies
FINAL SIGNATURE PAGE.
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