0001104659-06-064141 Sample Contracts

FORBEARANCE AGREEMENT
Forbearance Agreement • September 29th, 2006 • Magnetek Inc • Electronic components, nec • New York

THIS FORBEARANCE AGREEMENT (this “Agreement”), dated as of September 22, 2006, is entered into by and among the Lenders signatory hereto, ABLECO FINANCE LLC, a Delaware limited liability company, as collateral agent and administrative agent for the Lenders (in such capacities, “Agent”), MAGNETEK, INC., a Delaware corporation (“Borrower”), and each of Borrower’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Borrower, are referred to hereinafter as a “Loan Party” and individually and collectively, jointly and severally, as the “Loan Parties”). Terms used herein without definition shall have the meanings ascribed to them in the Financing Agreement defined below.

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FORBEARANCE AGREEMENT
Forbearance Agreement • September 29th, 2006 • Magnetek Inc • Electronic components, nec • New York

THIS FORBEARANCE AGREEMENT (this “Agreement”), dated as of September 22, 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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