**Exhibit4.2**

 

**AGREEMENT**FOR REGISTRATION RIGHTS

 

This Agreement (this “Agreement”) is entered into effective asof the 15th day of September, 2003 by Magnetek, Inc., a Delaware corporation(the “Company”), SEI Private Trust Company, a federal thrift savingsbank regulated by the office of Thrift Supervision (the “Trustee”), inits capacity as successor to Deutsche Bank (the “Previous Trustee”) astrustee of the trust (the “Trust”) created under the Magnetek, Inc.FlexCare Plus Retirement Pension Plan (the “Pension Plan”), and theCompany’s Pension Committee (the “Pension Committee”), in its role asthe named investment fiduciary for account and on behalf of the PensionPlan.  Unless otherwise defined herein,the capitalized terms used in this Agreement shall have the meaning assigned tothem in the Registration Rights Agreement dated as of June 26, 2002 by andbetween the Company and U.S. Trust Company, N.A. (the “Manager”) (the “RightsAgreement”).

 

RECITALS

 

WHEREAS, under the Rights Agreement, the Manager, in its capacity asthe investment manager of a segregated account held in the Trust, for theaccount and on behalf of the Pension Plan, was granted certain registrationrights with respect to Common Stock; and

 

WHEREAS, the Company now desires to contribute to the Trust up to535,000 shares of Common Stock (the “Supplemental Shares”), and intendsthat the Trustee and Pension Committee, on behalf of the Pension Plan andTrust, be entitled to all the registration rights under the Rights Agreementwith respect to the Supplemental Shares.

 

NOW, THEREFORE, in consideration of the premises, mutual promises, andall other terms and conditions contained herein, the parties hereto agree asfollows:

 

1.                                       RegistrableSecurities.  The 535,000 shares ofCommon Stock to be contributed to the Trust on September 15, 2003, and anyCommon Stock of the Company issued in respect thereof (in the form of stockdividend or otherwise) or in exchange or replacement for the Common Stock socontributed, shall be subject to the Rights Agreement and shall be entitled toall the registration rights granted hereunder.

 

2.                                       EnforcementRights. The rights of the Manager under the Rights Agreement will beexercisable by the Trustee and the Pension Committee with respect to saidSupplemental Shares; it being acknowledged and agreed that the Trustee has noduties, fiduciary or otherwise, in respect of (i) the contribution of theSupplemental Shares or (ii) the determination whether to hold or divest of theCommon Stock held by the Pension Plan, including the Supplemental Shares.

 

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**INWITNESS WHEREOF,** the Company, the Trustee and the PensionCommittee have executed this Agreement as of the date first written above.

 
|   | THE COMPANY:                  |
|--------|-------------------------------|
|   |                          |
|   | **MAGNETEK,  INC.**           |
|   |                          |
|   | By:                           |  /s/ Tina D.  McKnight |   |
|   |                          |   |   |
|   | Title:                        | Vice President, General Counsel and Secretary |   |
|   |                          |   |
|   | Address:                      | 10900 Wilshire Boulevard, Suite 850  Los Angeles, CA  90024-6501 |
|   |                          |
|   | THE TRUSTEE:                  |
|   |                          |
|   |                          |
|   | **SEI Private Trust Company** |
|   |                          |
|   |                          |
|   | By:                           |  /s/  illegible |   |
|   |                          |   |   |
|   | Title:                        | V.P. SEI Private Trust Co. |   |
|   |                          |
|   | Address:                      | 1 Freedom Valley Drive |   |
|   |                          | Oaks, PA 19456 |   |
|   |                          |
|   |                          |
|   | THE PENSION COMMITTEE:        |
|   |                          |
|   | **MEMBERS**                   |
|   |                          |
|   | /s/ David P.  Reiland         |   |
|   | Name:                         | David P. Reiland |   |
|   |                          |   |
|   | /s/ Marty  Schwenner          |   |
|   | Name:                         | Marty Schwenner |   |
|   |                          |   |
|   | Address:                      | 10900 Wilshire Boulevard, Suite 850  Los Angeles, CA  90024-6501 |
|        |                               |  |  |  |  |  |  |

 

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