0000912057-01-534123 Sample Contracts

FIFTH AMENDMENT TO RESTATED CREDIT AGREEMENT (and Waiver)
Credit Agreement • October 1st, 2001 • Magnetek Inc • Power, distribution & specialty transformers

THIS DOCUMENT is entered into as of May 15, 2000, between MAGNETEK, INC., a Delaware corporation ("Borrower"), certain Lenders, BANK OF AMERICA, N.A. (formerly NationsBank, N.A., and formerly NationsBank of Texas, N.A., "Agent"), as Agent for Lenders, and BANKERS TRUST COMPANY, CIBC INC., CREDIT LYONNAIS NEW YORK BRANCH, BANK ONE, N.A. (formerly The First National Bank of Chicago), GENERAL ELECTRIC CAPITAL CORPORATION (assignee of The Long-Term Credit Bank of Japan, Ltd.), and UNION BANK OF CALIFORNIA, N.A., as Co-Agents for Lenders.

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EIGHTH AMENDMENT TO RESTATED CREDIT AGREEMENT
Credit Agreement • October 1st, 2001 • Magnetek Inc • Power, distribution & specialty transformers

THIS DOCUMENT is entered into as of May 25, 2001, between MAGNETEK, INC., a Delaware corporation ("Borrower"), certain Lenders, BANK OF AMERICA, N.A. ("Agent"), as Agent for Lenders, and certain Co-Agents for Lenders.

SIXTH AMENDMENT TO RESTATED CREDIT AGREEMENT
Credit Agreement • October 1st, 2001 • Magnetek Inc • Power, distribution & specialty transformers

THIS DOCUMENT is entered into as of January 29, 2001, between MAGNETEK, INC., a Delaware corporation ("Borrower"), certain Lenders, BANK OF AMERICA, N.A. ("Agent"), as Agent for Lenders, and certain Co-Agents for Lenders.

SEVENTH AMENDMENT TO RESTATED CREDIT AGREEMENT
Credit Agreement • October 1st, 2001 • Magnetek Inc • Power, distribution & specialty transformers

THIS DOCUMENT is entered into as of May 25, 2001, between MAGNETEK, INC., a Delaware corporation ("Borrower"), certain Lenders, BANK OF AMERICA, N.A. ("Agent"), as Agent for Lenders, and certain Co-Agents for Lenders.

ASSET PURCHASE AGREEMENT between MAGNETEK, INC. and AMERICAN CIRCUIT BREAKER CORPORATION For the Power Components Division and Capacitor Division of MagneTek, Inc. Dated as of June 29, 2001
Asset Purchase Agreement • October 1st, 2001 • Magnetek Inc • Power, distribution & specialty transformers • New York

ASSET PURCHASE AGREEMENT ("Agreement") dated as of June 29, 2001, by and between MAGNETEK, INC., a Delaware corporation ("MagneTek" or "Seller") and AMERICAN CIRCUIT BREAKER CORPORATION, a New York corporation ("Buyer").

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