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Third Amendment To Credit Agreement

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Sectors: Electronics and Miscellaneous Technology
Effective Date: December 09, 2010
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EXHIBIT 10.1






THIRD AMENDMENT TO CREDIT AGREEMENT







THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated effective as of December 9, 2010, amends and supplements that certain Credit Agreement dated as of November 6, 2007, as amended to date (as so amended and as the same may be further amended, restated or supplemented from time to time, the "Credit Agreement"), by and between ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (the "Bank"), and MAGNETEK, INC., a Delaware corporation (the "Company").







RECITAL







The Company and the Bank desire to amend and supplement the Credit Agreement as provided below.







AGREEMENTS







In consideration of the Recital and the promises and agreements set forth in the Credit Agreement, as amended hereby, the parties agree as follows:







1. Definitions and Referencesnone . Capitalized terms not otherwise defined herein have the meanings assigned in the Credit Agreement. All references to the Credit Agreement contained in the Collateral Documents and the other Loan Documents, as amended or amended and restated, shall, upon the execution of this Amendment, mean the Credit Agreement as amended by this Amendment.







2. Amendments to Credit Agreementnone .







(a) Section 1 of the Credit Agreement is hereby amended by adding the following definition which shall be placed in alphabetical order:







" Adjusted Cumulative EBITDAnone " shall mean, as to the Company for any period as to which such amount is being determined, the sum of (a) Net Income, plus (b) payment or provision for all applicable income taxes, plus (c) depreciation expense, plus (d) amortization of intangibles, plus (e) increases in deferred income taxes (to the extent taken into account in calculating Net Income for the period), plus (f) non-cash stock compensation expense, plus (g) to the extent taken into account in determining net income, pension expense, minus (h) interest income, all as determined without duplication for the Company and its Consolidated Subsidiaries.




















The defined term "Maturity Date" in section 1 of the Credit Agreement is amended by deleting the date "December 15, 2010" contained therein and inserting the date "December 15, 2011" in its place.







(b) Section 5.1(c) is amended in its entirety to read as follows:







(c) Financial Compliance Certificatenone . Furnish to the Bank, along with the financial statements referred to in sections 5.1(a) and 5.1(b), a Financial Covenant Compliance Certificate, duly executed by an authorized officer of the Company.







(c) Section 5.1(f) of the Credit Agreement is hereby amended in its entirety to read as follows:







(f) Borrowing Base Certificatesnone . If any Loans or Letters of Credit are outstanding, furnish to the Bank, within twenty (20) days after the end of each calendar month, a Borrowing Base Certificate as of the end of that calendar month, and otherwise furnish to the Bank, within twenty (20) days after request therefor, a Borrowing Base Certificate as of the end of the calendar month next preceding the date of the request.







(d) Section 5.1 of the Credit Agreement is here
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