**Exhibit 10.05**

** **

**THIRD AMENDMENT TOCREDIT AGREEMENT**

 

THIS THIRD AMENDMENT TO CREDIT AGREEMENT(this “Amendment”) is made and entered into as of September 9, 2004, byBANK ONE, NA, a national banking association having its principal office inChicago, Illinois, as Lender (“Lender”); MAGNETEK, INC., a Delawarecorporation (“MagneTek”) and MAGNETEK ADS POWER, INC., a Delawarecorporation and Subsidiary of MagneTek, as Borrowers; and MAGNETEK LEASINGCORPORATION, a Delaware corporation, MAGNETEK MONDEL HOLDING, INC., a Delawarecorporation, MAGNETEK NATIONAL ELECTRIC COIL, INC., a Delaware corporation andMONDEL ULC, an unlimited liability corporation organized under the laws of NovaScotia, Canada, as Guarantors.

 

Recitals

 

A.            TheBorrowers, the Guarantors and the Lender have entered into a Credit Agreementdated as of August 15, 2003, as amended by the First Amendment to CreditAgreement dated as of November 25, 2003 and by the Second Amendment to CreditAgreement dated as of February 12, 2004 (as amended, the “Credit Agreement”).Capitalized terms used, but not defined, in this Amendment which are defined inthe Credit Agreement will have the meanings given to them in the CreditAgreement.

 

B.            TheBorrowers and the Guarantors desire that the Lender: (i) waive certainDefaults, (ii) consent to the merger of Maxtec into its parent corporation,MXT, with MXT as the surviving corporation, (iii) consent to the dissolution ofMXT and the distribution of all of its property, real and personal, tangibleand intangible, to MagneTek, and (iv) agree to certain amendments to the CreditAgreement, all as contemplated by the terms, and subject to the conditions, ofthis Amendment.

 

C.            TheLender is willing to waive such Defaults and amend the Credit Agreement ascontemplated by the terms, and subject to the conditions, of this Amendment.

 

Statementof Amendment 

 

In consideration of the mutual covenantsand agreements and the conditions set forth in this Amendment, and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Lender, the Borrowers, and the Guarantors hereby agreeas follows:

 

1.             Waiverof Current Financial Covenant Defaults. Based on financial informationsubmitted by the Borrowers to the Lender, Defaults (collectively, the “CurrentCovenant Defaults”) have occurred: (i) under Section 6.29.2 of theCredit Agreement with respect to the Fixed Charge Coverage Ratio for the TestPeriod ended June 27, 2004 (a required 1.25 to 1

 

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opposite an actualresult of a negative ratio), (ii) Section 6.29.3 of the Credit Agreementwith respect to the EBITDA Covenant for the Test Period ended June 27, 2004 [arequired $1,100,000 opposite an actual result of ($1,766,000)], and (iii) Section6.34(c) of the Credit Agreement with respect to the Operating ProfitCovenant of TPG for the Test Period ended June 27, 2004 [a required maximumloss of ($1,700,000) opposite an actual result of ($2,119,000)]. The LoanParties have requested that the Lender waive the Current Covenant Defaults.  The Lender hereby waives the Current CovenantDefaults for the specific periods indicated. The waiver provided in this Section 1 and in Section 3.1of this Amendment will not apply to any other Default or Unmatured Default,whether past, present, or future, including, without limitation, any violationsof the above described financial covenants as of dates other than thatspecifically referenced in this Section 1. The waiver provided in this Section1 and in Section 3.1 of this Amendment, either alone or togetherwith other waivers which the Lender may give from time to time, shall not, bycourse of dealing, implication or otherwise, obligate the Lender to waive anyDefault or Unmatured Default, past, present or future, other than thosespecifically waived by this Amendment, or reduce, restrict or in any way affectthe discretion of the Lender in considering any future waiver requested by theBorrowers or any of the other Loan Parties.

 

2.                                       Amendments to the Credit Agreement.

 

2.1           The definitions of “Borrower”, “Borrowing BaseGroup Member” and “ICG” in Section 1.1 of the CreditAgreement are hereby amended by deleting each reference to “Maxtec”.

 

2.2           The definition of “Change of Control” in Section1.1 of the Credit Agreement is hereby amended in its entirety bysubstituting the following in its stead:

 

“Change in Control”means any of the following (or any combination of the following) whetherarising from any single transaction or event or any series of transactions orevents (whether as the most recent transaction in a series of transactions)which, individually or in the aggregate, results in: (a) the acquisition by anyPerson or two or more Persons acting in concert (including a “group” as definedin Section 13(d)(3) of the Securities Exchange Act of 1934), of beneficialownership (within the meaning of Rule 13d-3 of the Securities and ExchangeCommission under the Securities Exchange Act of 1934) of 25% or more of theoutstanding voting Capital Stock of MagneTek; (b) the election of a director ofMagneTek as a result of which at least a majority of MagneTek’s Board ofDirectors does not consist of Continuing Directors; (c) MagneTek’s ceasing toown, free and clear of all Liens (except for Permitted Liens and Liens in favorof the Lender) or other adverse claims, 100% of the outstanding voting CapitalStock of ADS (except as contemplated by Section 6.34) or Mondel Holdingon a fully diluted basis; or (d) Mondel Holding’s ceasing to own, free andclear of all Liens (except in favor of the Lender) or other adverse claims,100% of the outstanding voting Capital Stock of Mondel Canada on a fullydiluted basis.

 

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2.3           The definitions of “ConsolidatedGroup” and “Loan Parties” in Section 1.1 of the CreditAgreement are hereby amended by deleting each reference to “Maxtec” and to“MXT”.

 

2.4           The definition of “Telemotive Inventory” in Section1.1 of the Credit Agreement is hereby amended by deleting each reference to“Maxtec” and to “Maxtec’s”.

 

2.5           The definition of “Borrowing Base” in Section1.1 of the Credit Agreement is hereby amended in its entirety bysubstituting the following in its stead:

 

“BorrowingBase” means, at any time, the sum of: 

 

(a)           (i) 85% ofthe Eligible Accounts of each Borrowing Base Group Member, other than ADS *plus*(ii) the lesser of (A)85%of the Eligible Accounts of ADS or (B) $1,000,000;

* *

*plus*        (b)           the leastof:

 

(i)                                     the sum of: (A)55% of ESI Inventory which at such time is Eligible Inventory; (B) 25% ofTelemotive Inventory which at such time is Eligible Inventory; (C) 25% ofElevator Inventory which at such time is Eligible Inventory; (D) 20% of PEG RawMaterials which at such time are Eligible Inventory; (E) 10% of PEG Rectifierswhich at such time are Eligible Inventory; (F) 35% of PEG Finished Goods whichat such time are Eligible Inventory; and (G) the lesser of (1) $350,000or (2) the sum of (x) 10% of Mondel Canada Inventory which at such time isEligible Inventory and (y) 10% of Power Inventory which at such time isEligible Inventory;

 

(ii)                                  80% of the Net OrderlyLiquidation Value, as of any date, of the then aggregate amount of Borrowers’Eligible Inventory; and

 

(iii)                               $4,000,000; and

*minus**    *(c)           Reserves.

 

All Inventory will, as of any time, bevalued at the lower of cost or market value, determined on a FIFObasis.  No specified category ofInventory in subparagraph (b) may be construed to include, and is deemed toexclude, any Inventory specified to be in another category of Inventory

 

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such that all specified categories ofInventory are at all times mutually exclusive for all purposes of thisAgreement. The Lender may, in its Permitted Discretion, reduce the advancerates set forth above or reduce one or more of the other elements used incomputing the Borrowing Base with 15 days advance written notice of such changegiven to the Borrower Representative unless a Default or an Unmatured Defaultthen exists, in which case the Lender will give the Borrower Representativecontemporaneous telephone or written notice of such change. Notwithstanding anyterm or condition of this Agreement to the contrary, effective August 25, 2004,there shall be no Availability attributed to the value of any Equipment.

 

2.6           Thedefinition of “Equipment Availability” in Section 1.1 of theCredit Agreement is hereby amended in its entirety by substituting thefollowing in its stead:

 

“Equipment Availability” meanszero ($0) Dollars as of August 25, 2004. 

 

2.7           The definition “Scheduled Equipment Availability Reduction”in Section 1.1 of the Credit Agreement is hereby amended in its entiretyby substituting the following in its stead:

 

“Scheduled Equipment Availability Reduction”means $75,000.00 per calendar quarter commencing on October 1, 2003; *provided, however,*that the last ScheduledEquipment Availability Reduction will, for all purposes of this Agreement,occur on July 1, 2004.

 

2.8           Section 5.23 of the Credit Agreement is herebyamended in its entirety by substituting the following in its stead:

 

5.23         AffiliateTransactions. Except as set forth on Schedule 5.23, as of theClosing Date, there are no existing or proposed agreements, arrangements,understandings, or transactions between any Loan Party and any of the officers,members, managers, directors, stockholders, parents, other interest holders,employees, or Affiliates (other than Subsidiaries) of any Loan Party or anymembers of their respective immediate families, any of which matters would berequired to be disclosed in a proxy statement of MagneTek, other than matterswhich are disclosed in its 2002 proxy statement.  For the Fiscal Year of the Borrowers endingin June, 2004 and each Fiscal Year ending thereafter, the Borrowers willallocate corporate and other overhead expenses of MagneTek to SPA.  The amount allocated to SPA (“AllocatedOverhead Amount”) will be at least $255,000 per Fiscal Quarter.  MagneTek will cause SPA to begin paying

 

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the quarterly Allocated Overhead Amount toMagneTek in cash on October 1, 2004 and will cause SPA to continue paying thequarterly Allocated Overhead Amount in cash on the first day of each calendarquarter thereafter occurring.  MagneTekshall not take any actions, or enter into any agreements, that would limit, restrictor defer its rights to receive such payments from SPA.  All of the Capital Stock of J-Tec was sold,and the proceeds of such sale were received by MagneTek, on or before theClosing Date.

 

2.9           Thereference to MXT in Section 6.33 of the Credit Agreement is herebydeleted.

 

3.                                      Mergerof Maxtec and Dissolution of MXT. 

 

3.1           TheLoan Parties have requested that the Lender consent to, in sequence: (i) themerger of Maxtec with and into MXT with MXT as the surviving corporation (the “Merger”);and (ii) the dissolution of MXT (the “Dissolution”) in accordance withthe agreements, instruments and documents attached as **Exhibit A**to this Amendment(collectively, the “Merger and Dissolution Documents”). The Merger andDissolution occurred prior to obtaining the consent of the Lender whichconstitutes a Default of the Credit Agreement. The Loan Parties have requested that the Lender waive such Default.  Upon the terms and subject to the conditionsof this Amendment, the Lender hereby: (a) waives such Default and (b) consentsto the Merger and the Dissolution, without recourse, representation orwarranty.

 

3.2           Tothe extent not assumed by operation of law or by the Merger and DissolutionDocuments, MagneTek hereby acknowledges, confirms and agrees that it is liablefor, and it promises to pay, perform, and observe, all of the terms, covenants,conditions, obligations, liabilities, and indebtedness of Maxtec and MXT to theLender of any type whatsoever, including, but not limited to, the Obligationsand all of terms, covenants, conditions, obligations, liabilities andindebtedness of Maxtec and MXT under each of the Loan Documents to which Maxtecor MXT is a party (or by which its property is bound) and all Obligationshereinafter arising thereunder.

 

3.3           MagneTekagrees that the Liens of the Loan Documents, including, without limitation, theafter-acquired property clauses thereof, survived the Merger and Dissolutionand are, and will be, effective as to all of the property described in the LoanDocuments, whether then existing or owned, now existing or owned or hereafterarising or acquired and whether acquired by Maxtec or MXT, and allsubstitutions, replacements, renewals, reissues, accessions and additionsthereto or thereof, now existing or hereafter arising.

 

4.                                      Reaffirmation ofSecurity. The Borrowers, Guarantors and the Lender hereby expresslyintend that this Amendment shall not in any manner (i) constitute therefinancing, refunding, payment or extinguishment of the Obligations evidencedby the existing Loan Documents; (ii) be deemed to evidence a novation of theoutstanding balance of the Obligations; or (iii) affect, replace, impair, orextinguish the creation, attachment, perfection or priority of the

 

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Liens on the Collateral grantedpursuant to the Loan Documents evidencing, governing or creating a Lien on theCollateral.  The Borrowers and Guarantorsratify and reaffirm any and all grants of Liens to the Lender on the Collateralas security for the Obligations, and the Borrowers and Guarantors acknowledgeand confirm that the grants of the Liens to the Lender on the Collateral: (a)represent continuing Liens on all of the Collateral, (b) secure all of theObligations, and (c) represent valid, first and best Liens on all of theCollateral except to the extent, if any, of the Permitted Liens.

 

5.             Representations. To inducethe Lender to accept this Amendment, the Borrowers and the Guarantors herebyrepresent and warrant to the Lender as follows:

 

5.1           Each Borrower and Guarantor has full power and authorityto enter into, and to perform its obligations under, this Amendment, and theexecution and delivery of, and the performance of its obligations under andarising out of, this Amendment have been duly authorized by all necessarycorporate action.

 

5.2           This Amendment constitutes the legal, valid and bindingobligations of each Borrower and Guarantor enforceable in accordance with itsterms, except as such enforceability may be limited by bankruptcy, insolvency,reorganization or similar laws affecting creditors’ rights generally.

 

5.3           Each of the Borrower’s and each of the Guarantor’srepresentations and warranties contained in the Loan Documents are complete andcorrect as of the date of this Amendment (other than a representation orwarranty that is stated to relate solely to an earlier date) with the sameeffect as though such representations and warranties had been made again on andas of the date of this Amendment, subject to those changes as are not prohibitedby, or do not constitute a Default under, the Loan Documents; *provided, however*, that Schedule 5.9of the Credit Agreement is hereby amended and restated in its entirety bysubstituting in its stead the document attached as **Exhibit B** to this Amendment.

 

5.4           No Default or Unmatured Default has occurred and iscontinuing, other than the Current Covenant Defaults and the Default specifiedunder Section 3.1 of this Amendment.

 

5.5           On consummation of the Merger and Dissolution, MagneTekdirectly acquired, and obtained good title to, all of the assets andproperties, real and personal, tangible and intangible, of Maxtec and MXT.

 

5.6           Maxtec, MXT and MagneTek each had adequate power andauthority, and each of them had full legal right to enter into each of the Mergerand Dissolution Documents to which it is a party, and to perform, observe andcomply with all of their respective agreements and obligations under each ofsuch Merger and Dissolution Documents. The Lender continues to have, and had on the consummation of the Mergerand Dissolution, a first priority security interest in and Lien on all of theassets and properties, real and personal, tangible and intangible, formerlyowned by Maxtec and/or MXT and now owned by MagneTek except to the extent, ifany, of the Permitted Liens.

 

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5.7           The execution and delivery by Maxtec, MXT and MagneTek ofthe Merger and Dissolution Documents to which it is a party, the performance byMaxtec, MXT and MagneTek of all of their respective agreements and obligationsunder the Merger and Dissolution Documents to which it is a party, and theconsummation of the Merger and Dissolution pursuant to the Merger andDissolution Documents was duly authorized by all necessary corporate action onthe part of Maxtec, MXT and MagneTek and did not: (a)contravene any provisionof their respective Articles of Incorporation or Bylaws; (b) conflict with, orresult in a breach of the terms, conditions or provisions of, or constitute adefault under, or result in the creation of any Lien upon any of the propertiesof Maxtec, MXT or MagneTek under, any document creating any Indebtedness otherthan the Loan Documents; (c) violate or contravene any provision of any law,rule or regulation or any order, ruling or interpretation thereunder or anydecree, order or judgment of any Governmental Authority; (d) require anywaivers, consents or approvals by any of the creditors or trustees forcreditors of Maxtec, MXT, MagneTek or any other Person other than the Lender;or (e) require any Person to make any filing under the Hart-Scott-RodinoAntitrust Improvements Act of 1976, as amended, or the rules of the FederalTrade Commission thereunder.  “GovernmentalAuthority” means any nation or government, any state or other politicalsubdivision thereof, and any entity exercising executive, legislative,judicial, regulatory or administrative functions of, or pertaining to,government or any agency or instrumentality thereof (including any centralbank).

 

6.             Costs and Expenses; Fee. The Borrowers willpromptly on demand pay or reimburse the Lender for the reasonable costs andexpenses incurred by the Lender in connection with this Amendment.  The Borrowers will pay to the Lender anamendment and waiver fee in the amount of $15,000 upon Borrowers’ andGuarantors’ execution of this Amendment.

 

7.             Release. The Borrowers and the Guarantors herebyrelease the Lender from any and all liabilities, damages and claims arisingfrom or in any way related to the Loans or any of the Loan Documents, otherthan such liabilities, damages and claims which arise after the execution ofthis Amendment.  The foregoing releasedoes not release or discharge, or operate to waive performance by, the Lender ofits express agreements and obligations stated in the Loan Documents on andafter the date of this Amendment.

 

8.             Continuing Effect of Credit Agreement. Except asexpressly amended hereby, all of the provisions of the Credit Agreement areratified and confirmed and remain in full force and effect.

 

9.             One Agreement; References; Fax Signature. TheCredit Agreement, as amended by this Amendment, will be construed as oneagreement.  All references in any of theLoan Documents to the Credit Agreement will be deemed to be references to theCredit Agreement as amended by this Amendment. This Amendment may be signed by facsimile signatures, and if so signed,(i) may be relied on by each party as if the document were a manually signedoriginal and (ii) will be binding on each party for all purposes.

 

10.           Captions. The headings to the Sections of thisAmendment have been inserted for convenience of reference only and shall in noway modify or restrict any provisions hereof or be used to construe any suchprovisions.

 

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11.           Counterparts. This Amendment may be executed inmultiple counterparts, each of which shall be an original but all of whichtogether shall constitute one and the same instrument.

 

12.           Entire Agreement. This Amendment, together with theCredit Agreement and the other Loan Documents, sets forth the entire agreementof the parties with respect to the subject matter of this Amendment andsupersedes all previous understandings, written or oral, in respect of thisAmendment.

 

13.           Governing Law. This Amendment shall be governed byand construed in accordance with the internal laws of the State of Ohio(without regard to Ohio conflicts of law principles).

 

14.           Reaffirmation of Guaranties. The Guarantors herebyeach reaffirm their respective Guaranty and acknowledge and agree that noGuarantor is released from its obligations under its Guaranty by reason of thisAmendment and that the obligations of the Guarantors under their respectiveGuaranties extend to the Credit Agreement and the other Loan Documents asamended by this Amendment.  Thisreaffirmation of Guaranty shall not be construed, by implication or otherwise,as imposing any requirement that the Lender notify or seek the consent of anyof the Guarantors relative to any past or future extension of credit, ormodification, extension or other action with respect thereto, in order for anysuch extension of credit or modification, extension or other action withrespect thereto to be subject to the Guaranties, it being expresslyacknowledged and reaffirmed that the Guarantors have under each respectiveGuaranty consented, among others things, to modifications, extensions and otheractions with respect thereto without any notice thereof or consent thereto.

 

15.           Other Documents. With the signing of thisAmendment, the Borrowers and Guarantors will deliver to the Lender such otherdocuments, instruments, and agreements deemed necessary or desirable by theLender to effect the amendments to the Borrowers’ credit facilities with theLender contemplated by this Amendment.

 

[REMAINDER INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF, the Borrowers and theGuarantors have executed this Amendment to be effective as of the date setforth in the opening paragraph of this Amendment.

 
|   | **THE BORROWERS:**            |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | MAGNETEK, INC.                |
|   |                          |
|   |                          |
|   | By:                           | /s/ David P. Reiland |   |
|   |                          | David P. Reiland, Executive Vice |   |
|   |                          | President and Chief Financial Officer |   |
|   |                          |
|   |                          |
|   | MAGNETEK ADS POWER, INC.      |
|   |                          |
|   |                          |
|   | By:                           | /s/ David P. Reiland |   |
|   |                          | David P. Reiland, President |   |
|   |                          |
|   | **THE GUARANTORS:**           |
|   |                          |
|   |                          |
|   | MONDEL ULC                    |
|   |                          |
|   |                          |
|   | By:                           | /s/ David P. Reiland |   |
|   |                          | David P. Reiland, President |   |
|   |                          |
|   | MAGNETEK MONDEL HOLDING, INC. |
|   |                          |
|   |                          |
|   | By:                           | /s/ David P. Reiland |   |
|   |                          | David P. Reiland, President |   |
|   |                          |
|   |                          |
|   | MAGNETEK LEASING CORPORATION  |
|   |                          |
|   |                          |
|   | By:                           | /s/ David P. Reiland |   |
|   |                          | David P. Reiland, President |   |

 

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|                                                   | MAGNETEK NATIONAL ELECTRIC COIL, INC.                |
|--------------------------------------------------------|------------------------------------------------------|
|                                                   |                                                 |
|                                                   | By:                                                  | /s/ David P. Reiland |   |
|                                                   |                                                 | David P. Reiland, President |   |
|                                                   |                                                 |
| Accepted at Cincinnati, Ohio,  as of September 9, 2004 |                                                 |
|                                                   |                                                 |
| BANK ONE, NA                                           |                                                 |
|                                                   |                                                 |
|                                                   |                                                 |
| By:                                                    | /s/ Jeffrey W. Swartz                                |   |   |
|                                                   | Jeffrey W. Swartz, Vice President/Associate Director |   |
|                                                        |                                                      |  |  |  |  |

 

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**EXHIBIT A**

 

(Merger and Dissolution Documents)

 

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| FORM BCA  12.20 (rev, Dec. 2003) |               |
|----------------------------------|--------------------|
| ARTICLES OF  DISSOLUTION         |               |
| Business  Corporation Act        |               |
|                             |               |
| Jesse White,  Secretary of State |               |
| Department  of Business Services |               |
| Springfield,  IL 62756           |               |
| Telephone  (217) 782-6951        |               |
| http://www.cyberdriveilinois.com | **FILED**          |   |
|                             |               |   |
| Remit  payment in the form of a  | **JUL 01 2004**    |   |
| check or  money order payable    |               |   |
| to the Secretary  of State       | JESSE WHITE        |   |
|                             | SECRETARY OF STATE |   |

 

                                      File#  5837-487-3 Filing Fee: $5.00 Approved:    /s/ [ILLEGIBLE]                                     Submit in duplicate                               Type or print clearly in black ink                          Do not write above this line                                       

 

1.                                       CORPORATENAME:  MXT HOLDINGS, INC.

 

2.                                       Postoffice address to which may be mailed a copy of any process against thecorporation that may be served on the Secretary of State:

10900 WilshireBlvd., Suite 850, Los Angeles, California 90024 

 

 
| 3.     | Dissolution  of the corporation was duly authorized on June 10, 2004 in the manner indicated below: |
|--------|-----------------------------------------------------------------------------------------------------|
|   | *(Month  & Day)  (Year)*                                                                   |

(Mark an “X” in one box only)

 

o                                    Bya majority of the incorporations, provided no directors were named in theArticles of Incorporation and no directors have been elected; or by a majorityof the board of directors, in accordance with Section 12.05, the corporationhaving issued no shares as of the authorization of the dissolution

(Notes 1 & 2)

 

ý                                    Bya written consent signed by all shareholders entitled to vote on dissolution,in accordance with section 12.10, board of director action not being required.

(Note 3)

 

o                                    Bythe shareholders, in accordance with Section 12.15, a resolution having beenduly adopted and submitted to the shareholders. At a meeting of shareholders,not less than the minimum number of votes required by statute and by theArticles of Incorporation were voted in favor of the dissolution.

(Note 3)

 

o                                    Bythe shareholders, in accordance with Section 12.15 and 7.10, a resolutionhaving been duly adopted and submitted to the shareholders. A consent inwriting has been signed by shareholders having not less than the minimum numberof votes required by statute and by the Articles of Incorporation, Shareholderswho have not consented in writing have been given notice in accordance withSection 7.10

(Note 3)

 

**(COMPLETE ONLY WHEN APPLICABLE)**

 
| 4.     | (a)    | List all issuances of shares not previously reported to the Secretary  of State (Including shares issued for cash or other property, share  dividends, share splits, share exchanges pursuant to Section 11.10, and  shares to affect an exchange or reclassification of issued shares) and give  the value of the entire consideration received therefore, less expenses; list  any amounts added or transferred to paid-in capital, without the issuance of  shares. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (Note 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 
| **Date of Issuance  Or Contribution** | ** ** | **Class**  | ** ** | **Per Value** | ** ** | **Number of  Shares Issued** | ** ** | ** ** | ** ** | **Entire Consideration  Received** | ** ** |
|---------------------------------------|------------|------------|------------|---------------|------------|------------------------------|------------|------------|------------|------------------------------------|------------|
| ** **                            | ** ** | ** ** | ** ** | ** **    | ** ** | ** **                   | ** ** | ** ** | ** ** | ** **                         | ** ** |
| ** **                            | ** ** | ** ** | ** ** | ** **    | ** ** | ** **                   | ** ** | ** ** | ** ** | $                                  |       | ** ** |
| ** **                            | ** ** | ** ** | ** ** | ** **    | ** ** | ** **                   | ** ** | ** ** | ** ** | $                                  |       | ** ** |
| ** **                            | ** ** | ** ** | ** ** | ** **    | ** ** | ** **                   | ** ** | TOTAL      | ** ** | $                                  |       | ** ** |

 

**(COMPLETE BOTH SIDES OF DOCUMENTS)**

 

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(b)                               Listall cancellations of shares not previously reported to the Secretary of Stateand give the cost.

 
| **Date of Cancellation** | ** ** | **Class**  | ** ** | **Number of Shares Cancelled** | ** ** | ** ** | ** ** | **Cost**   | ** ** |
|--------------------------|------------|------------|------------|--------------------------------|------------|------------|------------|------------|------------|
| ** **               | ** ** | ** ** | ** ** | ** **                     | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **               | ** ** | ** ** | ** ** | ** **                     | ** ** | ** ** | ** ** | **$**      | ** ** | ** ** |
| ** **               | ** ** | ** ** | ** ** | ** **                     | ** ** |       | ** ** | **$**      | ** ** | ** ** |
| ** **               | ** ** | ** ** | ** ** | ** **                     | ** ** | TOTAL      | ** ** | **$**      | ** ** | ** ** |

 

5.                                       Issuedshares at date of execution:

** **
| **Class**      | ** ** | **Series** | ** ** | **Par Value** | ** ** | **Number of Shares** | ** ** |
|----------------|------------|------------|------------|---------------|------------|----------------------|------------|
| Common Class A |       |       |       | $             | .001       |                 | 295,041.5  |   |
| Common Class B |       |       |       | $             | .001       |                 | 291,667    |   |

 

6.                                       Paid-incapital at date of execution:

 
|   |   |   |   |   | Paid-in Capital |   | $ | 1,760,125 |   |
|--------|--------|--------|--------|--------|-----------------|--------|---|-----------|--------|

 

(“Paid-in Capital” replaces theterms “Stated Capital” and “Paid-in Surplus” and is equal to the total of theseaccounts.)

 

7.                                       TheUndersigned corporation has caused these articles to be signed by a dulyauthorized officer who affirms, under penalties of perjury, that the factsstated herein are true. (All Signatures must be in **BLACK INK.**)

 
| Dated  | June 10,            | ,      | 2004     |   | MXT HOLDINGS, INC.            |
|--------|---------------------|--------|----------|--------|-------------------------------|
|   | *(Month & Day)* |   | *(Year)* |   | *(Exact Name of Corporation)* |

 
| /s/ Tina D. McKnight                        |   |
|---------------------------------------------|--------|
| *(Any authorized officer’s signature)* |   |
| Tina D. McKnight, Secretary                 |   |
| *(Type or print Name and Title)*            |   |

 

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** Ifdissolution is authorized by the Incorporators or by the board of directors, amajority of them must SIGN BELOW, and type or print name and title.*

 

 

Theundersigned affirms, under the penalties of perjury, that the facts stated herein are true.

 
| Dated  | June 10,            | ,        | 2004     |   |   |
|--------|---------------------|----------|----------|--------|--------|
|   | *(Month & Day)* | * * | *(Year)* |   |   |

 

NOTES

 

1.               Incorporatorsare authorized to dissolve a corporation ONLY before any shares have beenissued AND before any directors have been named or elected. The signatures of amajority of the incorporators must appear on these Articles of Dissolution.

2.               Directorsare authorized to dissolve a corporation ONLY before any shares have beenissued. In the event there are no officers, the signature of a majority of thedirectors or such directors as may be designated by the board must appear onthese Articles of Dissolution.

3.               Alldissolutions not authorized by the incorporators or the directors must beauthorized by the shareholders.

Shareholders may authorize dissolution by their unanimous writtenconstent. This does not require any action of the board of directors and doesnot require a shareholders’ meeting.

Shareholderauthorization may also be by vote at a shareholders’ meeting or by less thanunanimous consent, in writing, without a meeting.

To beeffective, the dissolution must receive the affirmative vote or consent of theholders of at least 2/3 of the outstanding shares entitled to vote ondissolution and, if class voting applies, then also at least 2/3 of the voteswithin each class.

If thearticles of Incorporation so provide, the 2/3 vote requirement may besuperseded by any smaller or larger vote requirement, not less than a majorityof the outstanding shares entitled to vote and not less than a majority withineach class when class voting applies.

Whenshareholder authorization is by less than unanimous written consent, allshareholders must be given notice of the proposed dissolution action at leastfive days before the consent is signed. Shareholders who have not signed theconsent must be given prompt notice that dissolution was duly authorized.

4.               In the event of anincrease in paid-in capital, all applicable franchise taxes, penalties andinterest must be paid before this document can be accepted for filing.

 

----

 

**Delaware**

 

The First State

 

***I, HARRIET SMITH WINDSOR, SECRETARY OF STATEOF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECTCOPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:***

* *

***“MAXTEC INTERNATIONAL CORP.”, A DELAWARECORPORATION, WITH AND INTO “MXT HOLDINGS, INC.” UNDER THE NAME OF “MXTHOLDINGS, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THESTATE OF ILLINOIS, AS RECEIVED AND FILED IN THIS OFFICE OF THE NINTH DAY OFJUNE, A.D. 2004, AT 7:50 O’CLOCK P.M.***

* *

 
|   |   | /s/ Harriet  Smith Windsor                 |   |
|--------|--------|--------------------------------------------|--------|
|   | [SEAL] | Harriet  Smith Windsor, Secretary of State |
|   |   | AUTHENTICATION:                            |   | 3220800 |
|   |   |                                       |   |   |
|   |   | DATE:                                      |   | 07-08-04 |
|        |        |                                            |        |  |  |

 

----

 
| *State of Delaware*             |   |
|---------------------------------|--------|
| *Secretary of State*            |   |
| *Division of Corporations*      |   |
| *Delivered 07:50 PM 06/09/2004* |   |
| *FILED 07:50 PM 06/09/2004*     |   |
| *SRV 040429121 - 2140276 FILE*  |   |

 

**CERTIFICATE OF OWNERSHIP AND MERGER**

**OF**

**MAXTEC INTERNATIONAL CORP.**

**(A Delaware Corporation)**

**INTO**

**MXT HOLDINGS, INC.**

**(As Illinois Corporation)**

 

It is hereby certified that:

 

1.                                       MXTHoldings, Inc. (the “Corporation”) is a business corporation of the State ofIllinois.

 

2.                                       TheCorporation is the owner of all of the outstanding shares of each class ofstock of Maxtec International Corp., which is a business corporation of theState of Delaware.

 

3.                                       Thelaws of the jurisdiction of organization of MXT Holdings, Inc. permit the mergersof a business corporation of that jurisdiction with a business corporation ofanother jurisdiction.

 

4.                                       TheCorporation hereby merges Maxtec International Corp. into the Corporation.

 

5.                                       Thefollowing is a copy of the resolutions adopted on June 8, 2004 by the soleDirector of the Corporation to merge the said Maxtec International Corp. intothe Corporation:

 

WHEREAS, thesole Director has deemed it to be in the best interests of this Corporationthat the Corporation merge with its wholly owned subsidiary, MaxtecInternational Corp., a Delaware corporation (“Maxtec International”);

 

RESOLVED, thatthe Corporation shall merge with Maxtec International and that this Corporationshall be the surviving corporation; and

 

RESOLVEDFURTHER, that the Plan of Merger attached hereto as Exhibit A (the “Plan ofMerger”) is hereby approved, and the President and Secretary, or any otherofficers of the Corporation, are hereby authorized and directed to execute saidPlan of Merger on behalf of the Corporation;

 

RESOLVEDFURTHER, that the Plan of Merger shall be filed with the Secretary of State ofthe State of Illinois and shall be effective upon the completion of saidfiling; and

 

----

 

RESOLVED FURTHER, that pursuant to the Plan of Merger, upon theeffective date of the merger, that this Corporation will succeed to all assets,rights, powers and property, held by Maxtec International immediately prior tothe effective date of the merger, and shall be subject to all actionspreviously taken by the Board of Directors of Maxtec International, and shallbe subject to all debts, liabilities and obligations of Maxtec International asconstituted immediately prior to the effective date of the merger; and

 

RESOLVEDFURTHER, that the outstanding shares of Maxtec International shall be cancelledand no stock of Maxtec International or other consideration shall be deliveredin exchange thereof, and

 

RESOLVEDFURTHER, that this Corporation does hereby agree that it may be served withprocess in the State of Delaware in any proceeding for enforcement of theobligations of Maxtec International, as well as for enforcement of anyobligations of this Corporation arising from the merger herein provider for;does hereby irrevocably appoint the Secretary of State of the State of Delawareas its agent to accept service of process in any such proceeding; and doeshereby specify the following address to which a copy of such process shall bemailed by the Secretary of State of the State of Delaware:

 

Corporate Secretary

Magnetek, Inc.

10900 Wilshire Blvd., suite 850

Los Angeles, CA. 90024

 

RESOLVEDFURTHER, that the officers of this Corporation be, and they hereby are,authorized to execute any further documents, certificates or instrumentsnecessary or appropriate to effectuate the foregoing resolutions.

 

Executed on: June 8, 2004

 

 
|   | By:    | /s/ Tina D.  McKnight |   |
|--------|--------|-----------------------|--------|
|   |   | Authorized Officer    |   |
|   |   |
|   | Name:  | Tina D. McKnight      |   |
|   |   |
|   | Title: | Secretary             |   |
|        |        |                       |        |  |  |

 

----

 

[SEAL]

 

OFFICE OF THE SECRETARY OF STATE

**JESSE WHITE**  • Secretary of State

 
| JUNE 16,  2004 | 5837-487-3 |   |
|----------------|------------|--------|

 

 

CSC NETWORKS

801 ADLAI STEVENSON DR

SPRINGFIELD, IL 62703

 

RE MXT HOLDINGS, INC.

 

 

DEAR SIR OR MADAM:

 

ENCLOSED YOU WILL FIND THEARTICLES OF MERGER REGARDING THE ABOVE NAMED CORPORATION.

 

FEES IN THIS CONNECTION HAVEBEEN RECEIVED AND CREDITED.

 

THIS DOCUMENT MUST BE RECORDEDIN THE OFFICES OF THE RECORDERS OF THE COUNTIES IN WHICH THE REGISTERED OFFICESOF THE MERGING CORPORATIONS ARE LOCATED. IN ORDER TO COMPLY WITH ARTICLE 6 OFTHE COUNTIES CODE, AS AMENDED JANUARY 1, 1995, THE PAGES OF THIS DOCUMENT MUSTBE SEPARATED BEFORE IT IS PRESENTED FOR RECORDING.

 

THE SURVIVING CORPORATION SHALLEXECUTE A REPORT FOLLOWING MERGER (FORMS ARE ENCLOSED) AND FILE SAME IN THISOFFICE WITHIN SIXTY DAYS AFTER MERGER.

 
| SINCERELY  YOURS,   |
|---------------------|
|                |
| /s/ Jesse  White    |   |
| JESSE WHITE         |
| SECRETARY OF  STATE |

 

DEPARTMENT OF BUSINESS SERVICES

CORPORATION DIVISION

TELEPHONE (217) 782-6961

 

JW.CD

 

Springfield, Illinois 62756

 

----

 
| **FORM BCA  11.25** (rev. Dec. 2003)      |               |
|-------------------------------------------|--------------------|
| **ARTICLES  OF MERGER,**                  |               |
| **CONSOLIDATION  OR EXCHANGE**            |               |
| **Business  Corporation Act**             |               |
| ** **                                |               |
| **Jesse  White, Secretary of State,**     |               |
| **Department  of Business Services**      |               |
| **Springfield,  IL 82758**                |               |
| **Telephone  (217) 782  6961**       |               |
| **www.Cyberdriveilinois.com**             |               |
|                                      |               |
| Remit  payment in the form of a           |               |
| check or  money order payable             |               |
| to the  Secretary of State                | **FILED**          | ** ** |
|                                      |               |   |
| The filing  fee is $100, but if merger or | JUL 16 2004        |   |
| consolidation  involves more than 2       |               |   |
| corporations,  $50 for each additional    | JESSE WHITE        |   |
| corporation                               | SECRETARY OF STATE |   |

 

                                                              File#5837-487-3 Filing Fee: $ 100.00 Approved:   /s/ [ILLEGIBLE]                              Submitin duplicate                         Typeor Print clearly in black ink                          Donot write above this line

 

NOTE: Strike inapplicable wordsin items 1, 3 and 4.

 

1.               Namesof the corporations proposing to merge consolidate exchange shares, and thestate or country of their incorporation:

 
| **Name of Corporation**    | ** ** | **State or Country   of Incorporation** | ** ** | **Corporation  File Number** |
|----------------------------|------------|-----------------------------------------|------------|------------------------------|
|                       |       |                                    |       |                         |
| MXT  Holdings, Inc.        |       | Illinois                                |       | 5837-4873                    |
| Maxtec International Corp. |       | Delaware                                |       | 5483-0912                    |

 

2.               The laws of thestate or country under which each corporation is incorporated permits suchmerger, consolidation or exchange.

 

3.               (a)          Nameof the surviving corporation:  MXT Holdings, Inc.

 

(b)         Itshall be governed by the laws of:   Illinois

 

**If not sufficient space to cover this point, add one or more sheets ofthis size.**

 

4.               Plan of merger isas follows:

 

See attached Agreement of Merger

 

----

 

5.               Plan of mergerconsolidation exchange was approved as to each corporation not organized inIllinois, in compliance with the laws of the state under which it is organized,and (b) as to each Illinois corporation, as follows:

 

*(The following items are not applicable to mergers under §11.30 — 90%owned subsidiary provisions. See Article %)*

* *

*(Only “X” one box for each Illinois corporation)*

 
| **Name of Corporation** | ** ** | **By the shareholders, a reso-  lution of the board of direc  tors having been duly  adopted and submitted to a  vote at a meeting of share-  holders. Not less than the  minimum number of votes  required by statute and by  the articles of Incorporation  voted in favour of the action  taken.  (§ 11.20)** | ** ** | **By written consent of the  shareholders having notless  than the minimum number of  votes required by statute and  by the articles of Incorpora-  tion . Shareholders who have  not consented in writing have  been given notice in accor-  dance with § 7.10 (§ 11.20)** | ** ** | **By written consent  of ALL the share-  holders entitled to  vote on the action.  In accordance with  § 7.10 & § 11.20** | ** ** |
|-------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------|------------|
|                    |       |                                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                  |       |                                                                                                                                    |       |
|                    |       | o                                                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                       |       |
|                    |       |                                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                  |       |                                                                                                                                    |       |
|                    |       | o                                                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                       |       |
|                    |       |                                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                  |       |                                                                                                                                    |       |
|                    |       | o                                                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                       |       |
|                    |       |                                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                  |       |                                                                                                                                    |       |
|                    |       | o                                                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                       |       |
|                    |       |                                                                                                                                                                                                                                                                                                                  |       |                                                                                                                                                                                                                                                                                  |       |                                                                                                                                    |       |
|                    |       | o                                                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                                                                                                                                                                     |       | o                                                                                                                                       |       |

 

6.               *(Not applicable if surviving, new or acquiring corporation is anIllinois corporation)*

 

It is agreedthat, upon and after the issuance of a certificate of merger, consolidation orexchange by the Secretary of State of the State of Illinois.

 

a.               Thesurviving, new or acquiring corporation may be served with process in the Stateof Illinois in any proceeding for the enforcement of any obligation of anycorporation organized under the laws of the State of Illinois which is a partyto the merger, consolidation or exchange and in any proceeding for theenforcement of the rights of a dissenting shareholder of any such corporationorganized under the laws of the State of Illinois against the surviving, new oracquiring corporation.

 

b.              TheSecretary of State of the State of Illinois shall be and hereby is Irrevocablyappointed as the agent of the surviving, new or acquiring corporation to acceptservice of process in any such proceedings, and

 

c.               Thesurviving, new, or acquiring corporation will promptly pay to the dissentingshareholders of any corporation organized under the laws of the State ofIllinois which is a party to the merger, consolidation or exchange the amount,if any, to which they shall be entitled under the provisions of “The BusinessCorporation Act of 1983” of the State of Illinois with respect to the rights ofdissenting shareholders.

 

----

 

7.                                     *(Complete this item if reporting a merger under § 11.30—90% ownedsubsidiary provisions.)*

 

a.               Thenumber of outstanding shares of each class of each merging subsidiarycorporation and the number of such shares of each class owned immediately priorto the adoption of the plan of merger by the parent corporation, are:

 
| **Name of Corporation**     | ** ** | **Total Number of Share  Outstanding  of Each Class** | ** ** | **Number of Shares of Each Class   Owned Immediately Prior to  Merger by the Parent Corporation** | ** ** |
|-----------------------------|------------|-------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------|------------|
|                        |       |                                                  |       |                                                                                              |       |
| Maxtec  International Corp. |       | 4,555 Class A Common                                  |       | 4,555 Class A Common(100%)                                                                        |       |
|                        |       |                                                  |       |                                                                                              |       |
|                        |       |                                                  |       |                                                                                              |       |

 

b.              (Notapplicable to 100% owned subsidiaries)
|     | The date of  mailings a copy of the plan of merger and notice of the right to dissent to  the shareholders of each merging subsidiary corporation was                                   ,                . |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * * | * *                                                                                                                                                                                                                                                                                                                                                                                                                                              | *(Month & Day)* | *Year* | * * |

 

Was writtenconsent for the merger or written waiver of the 30-day period by the holders ofall the outstanding shares of all subsidiary corporation received?     oYes    o No

 

*(If theanswer is “No,” the duplicate copies of the Articles of Merger may not bedelivered to the Secretary of State until after 30 days following the mailingof a copy of the plan of merger and of the notice of the right to dissent tothe shareholders of each merging subsidiary corporation.)*

* *

8.                                     Theundersigned corporation have caused these articles to be signed by their duly authorizedofficers, each of whom affirms, under penalties of perjury, that the factsstated herein are true. (All signature must be in BLACK INK.)

 
| Dated:                                      |     | June 8                                      |     | ,        | 2004     |     |     | MXT Holdings, Inc.            |
|---------------------------------------------|----------|---------------------------------------------|----------|----------|----------|----------|----------|-------------------------------|
| * *                                    | * * | *(Month & Day)*                         | * * | * * | *(Year)* | * * | * * | *(Exact Name of Corporation)* |
|                                        |     |                                        |     |     |     |     |
| /s/ Tina D. McKnight                        |     |                                        |     |     |
| *(Any authorized officer’s signature)* | * * | * *                                    | * * | * * |
|                                        |     |                                        |     |     |     |     |
| Tina D. McKnight, Secretary                 |     |                                        |     |     |
| *(Type or Print Name and Title)*            | * * | * *                                    | * * | * * |
|                                        |     |                                        |     |     |     |     |
| Dated                                       |     | June 8                                      |     | ,        | 2004     |     |     | Maxtec International Corp.    |
| * *                                    | * * | *(Month & Day)*                         | * * | * * | *(Year)* | * * | * * | *(Exact Name of Corporation)* |
|                                        |     |                                        |     |     |     |     |
| /s/ Tina D. McKnight                        |     |                                        |     |     |
| *(Any authorized officer’s signature)* | * * | * *                                    | * * | * * |
|                                        |     |                                        |     |     |
|                                        |     | Tina D. McKnight, Secretary                 |     |     |     |     |
| *(Type of Print Name and Title)*            | * * | * *                                    | * * | * * |
|                                        |     |                                        |     |     |     |     |
| Date                                        |     |                                        |     | ,        |     |     |     |                          |
| * *                                    | * * | *(Month & Day)*                         | * * | * * | *(Year)* | * * | * * | *(Exact Name of Corporation)* |
|                                        |     |                                        |     |     |     |     |
|                                        |     |                                        |     |     |     |     |
| * *                                    | * * | *(Any authorized officer’s signature)* | * * | * * | * * | * * |
|                                        |     |                                        |     |     |     |     |
|                                        |     |                                        |     |     |     |     |
| * *                                    | * * | *(Type of Print Name and Title)*            | * * | * * | * * | * * |
|                                             |          |                                             |          |          |          |          |          |                               |  |  |  |  |

 

----

 

AGREEMENT OF MERGER

 

This Agreementof Merger, dated June 8, 2004 (“Merger Agreement”) between Maxtec InternationalCorp., a Delaware Corporation (“Maxtec International”) and MXT Holdings, Inc.,an Illinois corporation (“MXT Holdings”) (“MXT Holdings”  or the “Surviving Corporation”) (Maxtec Internationaland MXT Holdings hereinafter collectively referred to as the “ConstituentCorporations”),

 

WITNESSETH:

 

WHEREAS, MXTHoldings owns all of the outstanding shares of capital stock of MaxtecInternational; and

 

WHEREAS, theBoard of Directors of the Constituent Corporation deem it advisable and in thebest interest of the Constituent Corporation that Maxtec International bemerged into MXT Holdings.

 

NOW,THEREFORE, the Constituent Corporations hereby agree as follows:

 

ARTICLE I

 

# **TheConstituent Corporations**

 

1.01                           (a)                                  MaxtecInternational was incorporated under the laws of the State of Delaware onOctober 9, 1987.

 

(b)                                 MaxtecInternational is authorized to issue an aggregate of 120,000 shares of Class ACommon Stock and 12,999 shares of Class B Common Stock.

 

(c)                                  Onthe date hereof, 4,555 shares of Maxtec International’s Class A Common Stockare issued and outstanding.

 

1.02                           (a)                                  MXTHoldings was incorporated under the laws of the State of Illinois on June 7,1995.

 

(c)                                  MXTHoldings is authorized to issue an aggregate of 1,000,000 shares of Class Acommon stock and 1,000,000 shares of Class B common stock.

 

(d)                               Onthe date hereof, 295,041.5 Class A Common Stock and 291,667 Class B CommonStock of MXT Holdings are issued and outstanding.

 

----

 

ARTICLE II

 

The Merger

 

2.01 (a) TheMerger shall become effective at such time (“Effective Time of Merger”) as thisAgreement, Articles of Merger, and Certificate of Ownership and Merger of eachConstituent Corporation are simultaneously filed with the Secretary of State ofthe State of Illinois and Delaware.

 

(b)  Atthe Effective Time of the Merger, Maxtec International shall be merged into MXTHoldings and the separate corporate existence of Maxtec International shallthereupon cease. MXT Holdings shall be surviving corporation in the Merger andthe separate corporate existence of MXT Holdings, with all its purposes,objects, rights, privileges, powers, immunities and franchises, shall continueunaffected and unimpaired by the Merger.

 

2.02 (a) TheSurviving Corporation shall succeed to all of the rights, privileges, powers,immunities and franchises of Maxtec International, all of the properties andassets of Maxtec International, and interests due or belonging to MaxtecInternational and shall be subject to, and responsible for, all of the debts, liabilitiesand obligations of Maxtec International.

 

(b)   If,at any time after the Effective Time of the Merger, the Surviving Corporationshall consider or be advised that any deeds, bills of sale, assignments,assurance or any other actions or things are necessary or desirable to vest,perfect or confirm of record or otherwise in the Surviving Corporation itsright, title or interest in, to or under any of the rights, properties orassets of Maxtec International acquired or to be acquired by the SurvivingCorporation as a result of , or in connection with, the Merger or to otherwisecarry out this Merger Agreement,  theofficers and directors of the Surviving Corporation shall and will beauthorized to execute and deliver, in the name and on behalf of the ConstituentCorporations or otherwise, all such deeds, bills of sale, assignments andassurances and to take and do, in the name and on behalf of the ConstituentCorporations or otherwise, all such other actions and things as may benecessary or desirable to vest, perfect or confirm any and all right, title andinterest in, to and under such right, properties or assets in the SurvivingCorporation or to otherwise carry out this Merger Agreement

 

ARTICLE III

 

Articles of Incorporation, Bylaws andDirectors and Officers of the Surviving Corporation

 

3.01 TheArticles of Incorporation of MXT Holdings in effect immediately prior to theEffective Time of the Merger, shall be the Articles of Incorporation of theSurviving Corporation unless and until amended as provided by law and suchArticles of Incorporation.

 

----

 

3.02 TheBylaws of MXT Holdings in effect immediately prior to the Effective Time of theMerger, shall be the Bylaws of the Surviving Corporation unless and untilamended or repealed as provided by law, the Articles of Incorporation and suchBylaws.

 

3.03 Thedirectors and officers of MXT Holdings immediately prior to the Effective Timeof the Merger, shall be the directors and officers, respectively, of theSurviving Corporation, in each case until their successors shall have beenelected, qualified or until otherwise provided by law.

 

ARTICLE IV

 

Effect of The Merger on the Capital Stock of theConstituent Corporations: Exchanges of Certificates

 

4.01 As of theEffective Time of the Merger, by virtue of the Merger and without any action onthe part of the holder of any shares of MXT Holdings, the outstanding shares ofMaxtec International, all of which are owned by MXT Holdings, shall becancelled and no stock or other consideration shall be delivered in exchangetherefore.

 

ARTICLE V

 

Termination and Amendment

 

5.01 ThisMerger Agreement may be terminated at any time prior to the Effective Time ofthe Merger by mutual agreement of the Boards of Directors of the ConstituentCorporations.

 

5.02 In theevent of the termination of this Merger Agreement as provided above, thisMerger Agreement shall forthwith become void and there shall be no liability onthe part of either Maxtec International or MXT Holdings or their respectiveofficers and directors.

 

5.03 ThisMerger Agreement may be amended by the parties hereto any time before or afterapproval hereof by the directors of either Maxtec International or MXTHoldings. This Merger Agreement may not be amended except by an instrument inwriting signed on behalf of each of the parties hereto.

 

IN WITNESSWHEREOF, the parties have duly executed this Merger Agreement as of the datefirst above written.

 
|   | MAXTEC  INTERNATIONAL CORP. |
|--------|-----------------------------|
|   |                        |
|   |                        |
|   | By:                         | /s/ David P.  Reiland |   |
|   |                        | David P. Reiland, President |

 

----

 
|   | By:                 | /s/ Tina D.  McKnight       |   |
|--------|---------------------|-----------------------------|--------|
|   |                | Tina D. McKnight, Secretary |
|   |                |
|   |                |
|   | MXT  HOLDINGS, INC. |
|   |                |
|   |                |
|   | By:                 | /s/ David P.  Reiland       |   |
|   |                | David P. Reiland, President |
|   |                |
|   |                |
|   | By:                 | /s/ Tina D.  McKnight       |   |
|   |                | Tina D. McKnight, Secretary |

 

----

 

ACTION BY WRITTEN CONSENT

OF THE SOLE DIRECTOR OF

MXT HOLDINGS, INC.

AN ILLINOIS CORPORATION

 

Theundersigned, being the sole Director of MXT Holdings, Inc., an IllinoisCorporation (the “Corporation”) hereby consents to the adoption of thefollowing resolutions:

 

WHEREAS,Magnetek, Inc. (hereinafter “Shareholder”), owning all the issued andoutstanding shares of the common stock of this Corporation, has executed anddelivered to the Secretary of this Corporation a Written Consent to Action bythe Sole Shareholder of MXT Holdings, Inc. to wind up its affairs and dissolvethis Corporation; and

 

WHEREAS, it isdeemed to be in the best interests of this Corporation and its Shareholder tovoluntarily dissolve the Corporation and to adopt a Plan of CompleteLiquidation and Distribution (hereinafter “Plan”) of its assets;

 

RESOLVED, thatin accordance with Section 12.10 of the Illinois Buisness Corporation Act andSection 332 of the Internal Revenue Code of 1986, as amended, this Corporationdoes hereby elect to wind up its affairs and voluntarily dissolve as of June10, 2004; and

 

RESOLVEDFURTHER, that the following Plan be adopted:

 

1.               Allof the taxes, obligations and liabilities on the part of this Corporationhaving been paid, are being paid, or are adequately provided for; therefore, nowritten notice of the proceedings for the voluntary dissolution and winding upof this Corporation need be given to creditors.

 

2.               Allremaining assets of the Corporation shall be distributed to the Shareholder incomplete redemption and cancellation of all the outstanding stock of thisCorporation. Any receivables due to the Corporation shall be collected as soonas possible and the cash derived therefrom shall be distributed to theShareholder.

 

3.               Immediatelyfollowing the distribution of all assets of this Corporation and the payment ofall the debts and liabilities of the Corporation, or adequate provisions havingbeen made therefore, Articles Of Dissolution shall be filed with the IllinoisSecretary of State’s Office as required by Section 12.20 of the IllinoisBusiness Corporation Act.

 

----

 

RESOLVEDFURTHER, that the officers of this Corporation be, and they hereby are,authorized to execute any further documents, certificates or instrumentsnecessary or appropriate to effectuate the foregoing resolutions.

 

 
|   | /s/ David P.  Reiland |
|--------|-----------------------|
|   | David P.  Reiland     |

 

----

 

WRITTEN CONSENT TO ACTION

BY THE SOLE SHAREHOLDER

OF

MXT HOLDINGS, INC.

AN ILLINOIS CORPORATION

 

Theundersigned, being the sole shareholder of MXT Holdings, Inc., an IllinoisCorporation (the “Corporation”) hereby consents to the adoption of thefollowing resolutions:

 

WHEREAS, it isdeemed advisable and in the best interests of the Corporation that thisCorporation wind up its affairs and voluntarily dissolve;

 

RESOLVED, thatthe undersigned, holding of record 255,208 Class A Common shares of capitalstock and 503,698 Class B Common shares of capital stock of said Corporation,constituting all of the outstanding shares and voting power of saidCorporation, does hereby elect and consent to the winding up of the affairs ofsaid Corporation and to its voluntary dissolution; and

 

RESOLVEDFURTHER, that the proposed Plan of Complete Liquidation and Distribution forwinding up the affairs and dissolving the Corporation is hereby approved in allrespects; and

 

RESOLVEDFURTHER, that the undersigned hereby further directs the Directors and officersof said Corporation to take such further action as may be necessary or properto wind up the affairs and dissolve this Corporation.

 
| Dated as of  June 10, 2004. |
|-----------------------------|
|                        |
|                        |
|                        | MAGNETEK,  INC. |
|                        |   |
|                        |   |
|                        | /s/ David P.  Reiland |
|                        | David P.  Reiland, Vice President |
|                        |   |
|                        |   |
|                        | /s/ Tina D.  McKnight |
|                        | Tina D.  McKnight, Secretary |

 

----

 

**BILL OF SALE AND ASSIGNMENT**

 

This **BILL OF SALE AND ASSIGNMENT** (this “Billof Sale and Assignment’) is made as of July 1, 2004 (the “Effective Date”)by and between MXT Holdings, Inc., an Illinois corporation (“Subsidiary”)and Magnetek, Inc., a Delaware corporation (“Magnetek”).

 

**WHEREAS,** Magnetekhas made a business decision to discontinue the operation of Subsidiary’sbusiness as a separate subsidiary of Magnetek and will continue such businessas a division of Magnetek, and Magnetek, consistent therewith, is filing fordissolution of the Subsidiary with the State of Illinois; and

 

**WHEREAS,** upondissolution of the Subsidiary, all of its inventory, equipment, accountsreceivable, and any and all other property (collectively the “Assets”)will be transferred and assigned to Magnetek, subject to the terms andconditions set forth herein.

 

**NOW, THEREFORE,** forgood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, Subsidiary and Magnetek hereby agree as follows:

 

1.                                     Conveyanceand Transfer of Property. As of the Effective Date of this Bill of Sale andAssignment, Subsidiary hereby sells, conveys, transfers, assigns and deliversunto Magnetek, AS IS, WHERE IS, AND WITH ALL FAULTS, all legal and beneficialright, title and interest of the Subsidiary in and to the Assets, subject to:(i) all security interests and other liens of Bank One, NA under the Credit Agreementdated as of August 15, 2003 among Magnetek, the Subsidiary, and certain othersubsidiaries of Magnetek (as heretofore or hereafter amended, collectively, the“Credit Agreement”), the Collateral Documents (as defined in the CreditAgreement) and the other Loan Documents (as defined in the Credit Agreement)and (ii) all other valid and enforceable liens and encumbrances, if any.

 

2.                                       Consideration.In consideration for the sale, assignment and transfer to Magnetek of all ofSubsidiary’s Assets, Magnetek hereby assumes as of the Effective Date of thisBill of Sale and Assignment: (i) all of the Obligations (as defined in theCredit Agreement) of the Subsidiary and (ii) all other valid and enforceableliens and encumbrances of Subsidiary with respect to such assets (the “PurchasePrice”).

 

3.                                     Subsidiary’sLimited Representations and Warranties. Subsidiary hereby represents andwarrants that:

 

(a)                                  Existenceand Power. Subsidiary is a corporation duly organized, validly existing andin good standing under the laws of the State of Illinois and is wholly owned byMagnetek at the time of this transaction. Subsidiary has all corporate powerand authority and all governmental licenses, authorizations, consents andapprovals to own the Assets.

 

(b)                                 Authority:Enforceability. Subsidiary has full capacity, right, and all corporate

 

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power and authority, to enterinto this Bill of Sale and Assignment and consummate the transactionscontemplated hereunder.

 

(c)                                Titleto Assets. Subsidiary hereby represents and warrants to Magnetek that ithas all legal and beneficial right, title and interest in and to the Assetssubject to the liens and encumbrances set forth in Section 1.

 

4.                                     Magnetek’sRepresentations and Warranties. Magnetek hereby represents and warrantsthat:

 

(a)                                  Residence.Magnetek is a corporation duly organized, validly existing and in good standingunder the laws of the state of Delaware. Magnetek has full capacity, right, andall corporate power and authority, to enter into this Bill of Sale andAssignment and consummate the transactions contemplated hereunder.

 

(b)                               Knowledgeof Business and Assets. Magnetek is familiar with Subsidiary’s business andwith the Assets and has seen and inspected, or prior to the Effective Date willsee and inspect, all of the Assets to be transferred pursuant to this Bill ofSale and Assignment and further, Magnetek accepts the Assets, “AS IS, WHERE ISAND WILL ALL FAULTS”.

 

5.                                     GoverningLaw. This Bill of Sale and Assignment will be governed by and interpretedin accordance with the laws of the State of Delaware, including all matters ofconstruction, validity, performance and enforcement, without giving effect toprinciples of conflict of laws.

 

6.                                     FurtherActs. Each party will in good faith perform such further acts and executesuch additional agreements as necessary to effectuate the purposes of this Billof Sale and Assignment.

 

7.                                     EntireAgreement. This Bill of Sale and Assignment shall, together with the Planof Complete Liquidation and Dissolution of the Subsidiary made on or about June10, 2004, constitute the entire agreement between Magnetek and Subsidiary, andno prior agreements, oral or written, shall be binding upon either party to theextent that they purport to be binding with respect to the transactions contemplatedhereby.

 

8.                                     Non-Waiver.Unless expressly waived in writing, the failure of either party to enforce theterms of this Bill of Sale and Assignment or to take action to remedy anyalleged breach of this Bill of Sale and Assignment shall not constitute awaiver of such alleged breach or failure to perform, nor shall it constitute awaiver of either party’s rights with respect to any subsequent failure toperform or alleged breach of this Bill of Sale and Assignment.

 

2

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IN WITNESSWHEREOF, the parties have executed this Bill of Sale and Assignment as of thedate first above written.

 

 
| **MXT  HOLDINGS, INC.** | **MAGNETEK,  INC.**   |
|-------------------------|-----------------------|
|                    |                  |
|                    |                  |
| By:                     | /s/ David P.  Reiland |   | By: | /s/ David P.  Reiland |   |
|                    | David P.  Reiland     |   | David P.  Reiland |
|                    | President             |   | Executive  Vice President |
|                    |                  | And Chief  Executive Officer |
|                         |                       |  |  |  |  |

 

3

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# **EXHIBIT B**

 

(Replacement Schedule 5.9)

 

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**SCHEDULE 5.9**

** **

**CAPITALIZATION AND SUBSIDIARIES**

** **

**[Schedule 5.9 sets forth (a) a correct and complete list of the nameand relationship to the Borrowers of each and all of the Borrowers’ Affillates,(b) the location of the chief executive office of the Borrowers and each of itsSubsidiaries and each other location where any of them have maintained theirchief executive office in the past five years, (c) a true and complete listingof each class of each of the Loan Parties’ authorized Capital Stock and, withrespect to all loan Parties other than Magnetek, is owned beneficially and ofrecord by the Persons identified on Schedule 5.9, and (d) the type of entity ofeach of the Loan Parties.]**

** **

**[With respect to each Loan Party, Schedule 5.9 also sets forth theemployer or taxpayer identification number of each Loan Party and theorganizational identification number issued by each Loan Party’s jurisdictionof organization or a statement that no such number has been issued.]**

** **

**Missing information to be supplemented at such time as the stockcertificates are delivered pursuant to Section 4.2(h) of the Credit Agreement.**

 
| **MAGNETEK, INC.**               |
|----------------------------------|
| **Jurisdiction of Organization** | ** ** | Delaware |
| **Type of Entity**               | ** ** | Corporation |
| **Employer or Tax ID Number**    | ** ** | 95-3917584 |
| **Chief Executive Office(s)**    | ** ** | 10900 Wilshire Blvd., Suite 850  Los Angeles, CA 90024 |
| **Classes of Stock Outstanding** | ** ** | Common Stock |
| **Stock Certificate Number(s)**  | ** ** | n/a |
| **Authorized Shares**            | ** ** | n/a |
| **Issued Shares**                | ** ** | n/a |
| **Shares Owned By**              | ** ** | n/a |
| **Percent Ownership**            | ** ** | n/a |

 

----

 
| **MAGNETEK ADS POWER, INC.**      |
|-----------------------------------|
| **Jurisdiction of Organization**  | ** ** | Delaware |
| **Type of Entity**                | ** ** | Corporation |
| **Employer or Tax ID Number**     | ** ** | 94-3389525 |
| **Chief Executive Office(s)**     | ** ** | 2025 Royal Lane  Dallas, TX 75229 |
| **Classes of Stock Outstanding**  | ** ** | Common Stock |
| **Stock Certificate Number(s)**   | ** ** | #2 |
| **Authorized Shares**             | ** ** | 1,000 |
| **Issued Shares**                 | ** ** | 1 |
| **Shares Owned By**               | ** ** | Magnetek, Inc. |
| **Percent Ownership**             | ** ** | 100% |
| ** **                        | ** ** |   |
| **MAGNETEK MONDEL HOLDING, INC.** |
| **Jurisdiction of Organization**  | ** ** | Delaware |
| **Type of Entity**                | ** ** | Corporation |
| **Employer or Tax ID Number**     | ** ** | 62-1842647 |
| **Chief Executive Office(s)**     | ** ** | 10900 Wilshire Boulevard, Suite 850  Los Angeles, CA 90024 |
| **Classes of Stock Outstanding**  | ** ** | Common Stock |
| **Stock Certificate Number(s)**   | ** ** | #1 |
| **Authorized Shares**             | ** ** | 1,000 |
| **Issued Shares**                 | ** ** | 1,000 |
| **Shares Owned By**               | ** ** | Magnetek, Inc. |
| **Percent Ownership**             | ** ** | 100% |
|                              |   |   |
| **MONDEL ULC**                    |
| **Jurisdiction of Organization**  | ** ** | Delaware |
| **Type of Entity**                | ** ** | Corporation |
| **Employer or Tax ID Number**     | ** ** | Ontario Tax ID #5445930  Business Code: 873370191 RC0002 |
| **Chief Executive Office(s)**     | ** ** | 2610 Dunwin Drive  Mississauga, Ontario L5L-IJ5 |
| **Classes of Stock Outstanding**  | ** ** | Common Stock |
| **Stock Certificate Number(s)**   | ** ** | #2 |
| **Authorized Shares**             | ** ** | 50,000,000 |
| **Issued Shares**                 | ** ** | 1 |
| **Shares Owned By**               | ** ** | Magnetek Mondel Holding, Inc. |
| **Percent Ownership**             | ** ** | 100% |

 

----

 
| **MAGNETEX INDUSTRIAL CONTROLS GROUP (UK)  LIMITED** |
|------------------------------------------------------|
| **Jurisdiction of Organization**                     | ** ** | United Kingdom |
| **Type of Entity**                                   | ** ** | Company |
| **Employer or Tax ID****Number**                     | ** ** | Company number 4657162 |
| **Chief Executive Office(s)**                        | ** ** | 27 St. Cuthberts Street  Bedford  Bedfordshire MK40 3JG |
| **Classes of Stock Outstanding**                     | ** ** | Common Stock |
| **Stock Certificate Number(s)**                      | ** ** | #1 |
| **Authorized Shares**                                | ** ** | 1,000 |
| **Issued Shares**                                    | ** ** | 1 |
| **Shares Owned By**                                  | ** ** | Magnetek, Inc. |
| **Percent Ownership**                                | ** ** | 100% |
| ** **                                           | ** ** |   |
| **MAGNETEX, S.P.A.**                                 |
| **Jurisdiction of**  **Organization**           | ** ** | Italy |
| **Type of Entity**                                   | ** ** | Company |
| **Employer or Tax ID****Number**                     | ** ** | n/a |
| **Chief Executive Office(s)**                        | ** ** | 52028 Terranuova Bracciolini  (AR) Italy |
| **Classes of Stock Outstanding**                     | ** ** | Common |
| **Stock Certificate Number(s)**                      |   |   |
| **Authorized Shares**                                | ** ** | 22,000,000 |
| **Issued Shares**                                    | ** ** | 14,300,000 |
| **Shares Owned By**                                  | ** ** | Magnetek, Inc. |
| **Percent Ownership**                                | ** ** | 100% |
| ** **                                           | ** ** |   |
| **MAGNETEX INDUSTRIAL CONTROLS GROUP (UK)  LIMITED** |
| **Jurisdiction of Organization**                     | ** ** | Hungary |
| **Type of Entity**                                   | ** ** | Company |
| **Employer or Tax ID****Number**                     | ** ** | n/a |
| **Chief Executive Office(s)**                        | ** ** | Cehmester u.3 2013-Pomaz (Budapest) Hungary |
| **Classes of Stock Outstanding**                     |   |   |
| **Stock Certificate Number(s)**                      |   |   |
| **Authorized Shares**                                |   |   |
| **Issued Shares**                                    |   |   |
| **Shares Owned By**                                  | ** ** | Magnetek, S.p.A. |
| **Percent Ownership**                                | ** ** | 100% |

 

----

 
| **MAGNETEX CHINA**               |
|----------------------------------|
| **Jurisdiction of Organization** | ** ** | China |
| **Type of Entity**               | ** ** | Company |
| **Employer or Tax ID****Number** | ** ** | n/a |
| **Chief Executive Office(s)**    | ** ** | Block 17, Area A, Tantou Western Industrial Park, Songgan,  Bao’an District Shenzhen, 518105, China |
| **Classes of Stock Outstanding** |   |   |
| **Stock Certificate Number(s)**  |   |   |
| **Authorized Shares**            |   |   |
| **Issued Shares**                |   |   |
| **Shares Owned By**              | ** ** | Magnetek, S.p.A. |
| **Percent Ownership**            | ** ** | 100% |

 

**Note: Magnetek China is currently owned by ARCO, a Hong Kong companythat is being dissolved. ARCO is 95% owned by SpA and 5% owned by KFT (SpA’sHungarian subsidiary). After dissolution of ARCO, Magnetek, China will be 100%owned by SpA.**

 
| **MAGNETEX VERTRIEBSGESELLSCHAFT mbH** |
|----------------------------------------|
| **Jurisdiction of Organization**       | ** ** | Germany |
| **Type of Entity**                     | ** ** | Company |
| **Employer or Tax ID****Number**       | ** ** | n/a |
| **Chief Executive Office(s)**          | ** ** | Osterwald StraBe, Haus C11/III  D-80805 Munchen Deutschland |
| **Classes of Stock Outstanding**       |   |   |
| **Stock Certificate Number(s)**        |   |   |
| **Authorized Shares**                  |   |   |
| **Issued Shares**                      |   |   |
| **Shares Owned By**                    | ** ** | Magnetek, S.p.A. |
| **Percent Ownership**                  | ** ** | 67% |

 

**NOTE: This company was established to sellproduct in Germany and is essentially a sales office. It is 1/3 owned by PeterRaadsen, the sales person in Germany.**

 

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**NOTE: THE FOLLOWING ENTITIES ARE ALL INACTIVE**

 
| **MAGNETEK NATIONAL ELECTRIC COIL, INC.  (Inactive)** |
|-------------------------------------------------------|
| **Jurisdiction of Organization**                      |   | Delaware |
| **Type of Entity**                                    |   | Corporation |
| **Employer of Tax ID Number**                         |   | 76-0150791 |
| **Chief Executive Office(s)**                         |   | 26 Century Boulevard, Suite 600  Nashville, TN 37214 |
| **Classes of Stock Outstanding**                      |   | Common Stock |
| **Stock Certificate Number(s)**                       |   |   |
| **Authorized Shares**                                 |   |   |
| **Issued Shares**                                     |   |   |
| **Shares Owned By**                                   |   | Magnetek, Inc. |
| **Percent Ownership**                                 |   | 100% |

 
| **MAGNETEK LEASING CORPORATION (Inactive)** |
|---------------------------------------------|
| **Jurisdiction of Organization**            |   | Delaware |
| **Type of Entity**                          |   | Corporation |
| **Employer of Tax ID Number**               |   | 95-4367265 |
| **Chief Executive Office(s)**               |   | 10900 Wilshire Boulevard, Suite 850  Los Angeles, CA 90024 |
| **Classes of Stock Outstanding**            |   | Common; Preferred |
| **Stock Certificate Number(s)**             |   | #3; Issued to third party |
| **Authorized Shares**                       |   | 1,000; 100,000 |
| **Issued Shares**                           |   | 100; 50,000 |
| **Shares Owned By**                         |   | Magnetek, Inc.; Equilease Leasing Corporation |
| **Percent Ownership**                       |   | 80% by Magnetek, Inc. |

 
| **MAGNETEK DE MEXICO, S.A. DE C.V.(Inactive)** |
|------------------------------------------------|
| **Jurisdiction of Organization**               |   | Mexico |
| **Type of Entity**                             |   | Company |
| **Employer of Tax ID Number**                  |   | n/a |
| **Chief Executive Office(s)**                  |   |   |
| **Classes of Stock Outstanding**               |   |   |
| **Stock Certificate Number(s)**                |   |   |
| **Authorized Shares**                          |   |   |
| **Issued Shares**                              |   |   |
| **Shares Owned By**                            |   | Magnetek, Inc. |
| **Percent Ownership**                          |   | 99% |

 

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| **MANUFACTURAS ELECTRICAS DE REYNOSA, S.A. DE  C.V. (Inactive)** |
|------------------------------------------------------------------|
| **Jurisdiction of Organization**                                 |   | Mexico |
| **Type of Entity**                                               |   | Company |
| **Employer of Tax ID Number**                                    |   | n/a |
| **Chief Executive Office(s)**                                    |   | Brecha E 99 Nte.  Parque Industrial  Reynosa Reynosa, Tamaulipas Mexico C.P. 88780 |
| **Classes of Stock Outstanding**                                 |   |   |
| **Stock Certificate Number(s)**                                  |   |   |
| **Authorized Shares**                                            |   |   |
| **Issued Shares**                                                |   |   |
| **Shares Owned By**                                              |   | Magnetek, Inc. |
| **Percent Ownership**                                            |   | 99% |
| ** **                                                       |   |   |
| **MEJOR ELECTRONICA DE MEXICO, S.A. DE C.V.  (Inactive)**        |
| **Jurisdiction of Organization**                                 |   | Mexico |
| **Type of Entity**                                               |   | Company |
| **Employer of Tax ID Number**                                    |   | n/a |
| **Chief Executive Office(s)**                                    |   |   |
| **Classes of Stock Outstanding**                                 |   |   |
| **Stock Certificate Number(s)**                                  |   |   |
| **Authorized Shares**                                            |   |   |
| **Issued Shares**                                                |   |   |
| **Shares Owned By**                                              |   | Magnetek, Inc. |
| **Percent Ownership**                                            |   | 99% |
| ** **                                                       |   |   |
| **SERVICIO DE GUARDERIAS, S.C. (Inactive)**                      |
| **Jurisdiction of Organization**                                 |   | Mexico |
| **Type of Entity**                                               |   | Company |
| **Employer of Tax ID Number**                                    |   | n/a |
| **Chief Executive Office(s)**                                    |   | Brecha E 99 Nte.  Parque Industrial  Reynosa Reynosa, Tamaulipas Mexico C.P. 88780 |
| **Classes of Stock Outstanding**                                 |   |   |
| **Stock Certificate Number(s)**                                  |   |   |
| **Authorized Shares**                                            |   |   |
| **Issued Shares**                                                |   |   |
| **Shares Owned By**                                              |   | Magnetek, Inc. |
| **Percent Ownership**                                            |   | 99% |

 

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