0001104659-06-027948 Sample Contracts

AMENDMENT NO. 2 TO FINANCING AGREEMENT
Financing Agreement • April 26th, 2006 • Magnetek Inc • Electronic components, nec • New York

This AMENDMENT NO. 2 TO FINANCING AGREEMENT (this “Amendment”), dated as of April 24, 2006, is entered into by and among MAGNETEK, INC., a Delaware corporation (the ”Borrower”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the ”Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the ”Collateral Agent”), and Ableco, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the ”Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

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SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • April 26th, 2006 • Magnetek Inc • Electronic components, nec • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of April 20, 2006, 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.

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