0000912057-02-036941 Sample Contracts

SECURITY AGREEMENT
Security Agreement • September 26th, 2002 • Magnetek Inc • Power, distribution & specialty transformers • New York

THIS SECURITY AGREEMENT is entered into as of June 17, 2002 by and between MAGNETEK LEASING CORPORATION, a Delaware corporation (the "Debtor"), and Bank One, Kentucky, NA, a national banking association having an office in Louisville, Kentucky, in its capacity as agent (the "Agent") for the lenders party to the Credit Agreement referred to below.

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CREDIT AGREEMENT by and among MAGNETEK, INC. (Borrower) and BANC ONE CAPITAL MARKETS, INC. (Sole Lead Arranger) and BANK ONE, KENTUCKY, N.A. (Administrative Agent) and WACHOVIA BANK, NATIONAL ASSOCIATION (Syndication Agent) and THE PROVIDENT BANK,...
Credit Agreement • September 26th, 2002 • Magnetek Inc • Power, distribution & specialty transformers • New York

This Agreement, dated as of June 17, 2002, is among MAGNETEK, INC., a Delaware corporation, the Lenders, Bank One, Kentucky, NA, a national banking association having an office in Louisville, Kentucky, as Administrative Agent, and Wachovia Bank, National Association, as Syndication Agent, and The Provident Bank, as Documentation Agent. The parties hereto agree as follows:

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • September 26th, 2002 • Magnetek Inc • Power, distribution & specialty transformers • New York

THIS STOCK PLEDGE AGREEMENT, dated as of June 17, 2002, is made by the undersigned (herein, the "Pledgor") to and in favor of BANK ONE, KENTUCKY, N.A., in its capacity as "Agent" under the Credit Agreement defined below (herein, the "Pledgee");

SUBSIDIARY GUARANTY
Magnetek Inc • September 26th, 2002 • Power, distribution & specialty transformers • New York

THIS SUBSIDIARY GUARANTY (this "Guaranty") is made as of the 17th day of June, 2002, by MAGNETEK ADS POWER, INC., a Delaware corporation; MAGNETEK LEASING CORPORATION, a Delaware corporation, MAGNETEK MONDEL HOLDING, INC., a Delaware corporation; and J-TEC, INC., an Ohio corporation (collectively, the "Subsidiary Guarantors") in favor of the Agent, for the benefit of the Lenders, under the Credit Agreement referred to below;

SECURITY AGREEMENT
Security Agreement • September 26th, 2002 • Magnetek Inc • Power, distribution & specialty transformers • New York

THIS SECURITY AGREEMENT is entered into as of June 17, 2002 by and between MAGNETEK, INC., a Delaware corporation (the "Borrower"), and Bank One, Kentucky, NA, a national banking association having an office in Louisville, Kentucky, in its capacity as agent (the "Agent") for the lenders party to the Credit Agreement referred to below.

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