Exhibit 10.49
FIRST AMENDMENT TO RESTATED CREDIT AGREEMENT
THIS AMENDMENT is entered into as of March 27, 1998, 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, THE LONG-TERM CREDIT BANK OF JAPAN, 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 certain 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 Lenders have agreed, upon the
following terms and conditions, to amend the Credit Agreement as provided in
PARAGRAPH 2 of this amendment.
Accordingly, for adequate and sufficient consideration, Borrower, Agent,
and Determining Lenders agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this amendment
(a) terms defined in the Credit Agreement have the same meanings when used in
this amendment and (b) references to "SECTIONS" are to the Credit Agreement's
sections.
2. AMENDMENT TO CREDIT AGREEMENT. The Credit Agreement is amended by
entirely amending SECTION 9.10, as follows:
9.10 DISTRIBUTIONS. No Restricted Company may declare, make, or
pay any Distribution EXCEPT (i) Distributions paid in the form of
additional equity that is not mandatorily redeemable, (ii) Distributions to
any other Restricted Company, (iii) Borrower's repurchase of its common
stock SO LONG AS (A) the aggregate amount of all Distributions paid under
this CLAUSE (III) never EXCEEDS $15,000,000, and (B) immediately after
giving effect to any such repurchase, no Default or Potential Default
exists and the ratio of the Companies' Funded Debt to Capitalization is not
MORE THAN 0.65 to 1.00, and (iv) other Distributions by Borrower SO LONG AS
immediately after giving effect to any such other Distribution, no Default
or Potential Default exists and the ratio of the Companies' Funded Debt to
Capitalization is not MORE THAN 0.55 to 1.00.
3. CONDITIONS PRECEDENT. PARAGRAPH 2 above is not effective until
Agent receives counterparts of this amendment executed by Borrower, each
Restricted Company, and Determining Lenders.
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 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 PAGES FOLLOW.
2
EXECUTED as of the date first stated above.
MAGNETEK, INC., NATIONSBANK OF TEXAS, N.A.,
as BORROWER as AGENT and a LENDER
By By
----------------------------------- ------------------------------------
John P. Colling, Jr., Charles F. Lilygren,
Vice President and Treasurer Senior Vice President
REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOR OTHER LENDERS FOLLOW.
FIRST AMENDMENT SIGNATURE PAGE
ONE OF FOUR PAGES
EXECUTED as of the date first stated above.
CIBC INC., CREDIT LYONNAIS - NEW YORK
as a CO-AGENT and a LENDER BRANCH, as a CO-AGENT and a LENDER
By: By:
------------------------------- -------------------------------
Name: Name:
------------------------ ---------------------------
Title: Title:
----------------------- --------------------------
THE FIRST NATIONAL BANK OF CHICAGO, UNION BANK OF CALIFORNIA, N.A.,
as a CO-AGENT and a LENDER as a CO-AGENT and a LENDER
By: By:
------------------------------- -------------------------------
Name: Name:
------------------------ ---------------------------
Title: Title:
----------------------- --------------------------
THE LONG-TERM CREDIT BANK OF ARAB BANKING CORPORATION (B.S.C.),
JAPAN, LTD, as a CO-AGENT and a as a LENDER
LENDER
By: By:
------------------------------- -------------------------------
Name: Name:
------------------------ ---------------------------
Title: Title:
----------------------- --------------------------
BANKERS TRUST COMPANY,
as a CO-AGENT and a LENDER
By:
-------------------------------
Name:
------------------------
Title:
-----------------------
FIRST AMENDMENT SIGNATURE PAGE
TWO OF FOUR PAGES
NATEXIS BANQUE, formerly known as FUJI BANK, LIMITED, ATLANTA AGENCY,
Banque Francaise du Commerce as a LENDE
Extrieur, as a LENDE
By: By:
------------------------------- -------------------------------
Name: Name:
------------------------ ---------------------------
Title: Title:
----------------------- --------------------------
By:
------------------------------- SOCIETE GENERALE, SOUTHWEST AGENCY,
Name: as a LENDER
------------------------
Title:
----------------------- By:
-------------------------------
Name:
CREDIT AGRICOLE INDOSUEZ, formerly ------------------------
known as Caisse Nationale de Credit Title:
Agricole, -----------------------
as a LENDER
By:
------------------------------- THE SUMITOMO BANK, LIMITED,
Name: as a LENDER
------------------------
Title:
----------------------- By:
-------------------------------
Name:
By: ------------------------
------------------------------- Title:
Name: -----------------------
------------------------
Title:
-----------------------
THE TOKAI BANK, LTD.,
as a LENDER
By:
CREDITANSTALT CORPORATE FINANCE, INC., -------------------------------
as a LENDER Name:
------------------------
By: Title:
------------------------------ -----------------------
Name:
------------------------
Title:
-----------------------
By:
-------------------------------
Name:
------------------------
Title:
-----------------------
FIRST UNION NATIONAL BANK OF
TENNESSEE, AS A LENDER
By:
-------------------------------
Name:
------------------------
Title:
-----------------------
FIRST AMENDMENT SIGNATURE PAGE
THREE OF FOUR PAGES
To induce Agent and Lenders to enter into this amendment, the
undersigned consents and agrees (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)
waives notice of acceptance of this consent and agreement, which consent and
agreement binds the undersigned and its successors and permitted assigns and
inures to Agent and Lenders and their respective successors and permitted
assigns.
MAGNETEK FINANCIAL SERVICES, INC.,
as Guarantor
By:
-------------------------------------------
John Colling, Jr., Vice President and
Treasurer
FIRST AMENDMENT SIGNATURE PAGE
FOUR OF FOUR PAGES