THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER

Exhibit 99.1

THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “ Amendment ”), dated as of September 19, 2007, is entered into by and among the Lenders signatory hereto, WELLS FARGO FOOTHILL, INC. , a California corporation, in its capacity as agent for the Lenders and Bank Product Providers (in such capacity “ Agent ”), MAGNETEK, INC. , a Delaware corporation (“ Parent ”) and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter as a “ Borrower ” and individually and collectively, jointly and severally, as the “ Borrowers ”).  Terms used herein without definition shall have the meanings ascribed to them in the Credit Agreement defined below.

RECITALS

A.             The Lenders, Agent and Borrowers have previously entered into that certain Credit Agreement, dated September 30, 2005, as amended by that certain First Amendment to Credit Agreement and Waiver, dated November 29, 2005 and that certain Second Amendment to Credit Agreement and Waiver, dated April 20, 2006 (as amended, modified and supplemented from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrowers.

B.             An Event of Default has occurred and is continuing as a result of Borrowers’ failure to comply with the financial covenants set forth in Section 6.16 of the Credit Agreement for each of the quarters ended December 31, 2006 and March 31, 2007 (the “ Known Existing Defaults ”).

C.             Borrowers have requested that Agent and the Lenders waive the Known Existing Defaults and amend the Credit Agreement on the terms and conditions set forth herein.

D.             Borrowers are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of the Lender Group’s rights or remedies as set forth in the Credit Agreement or any other Loan Document is being waived or modified by the terms of this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.              Amendments to Credit Agreement.

(a)            The first line of Section 6.16(a) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: “As of any date of determination, if there are Advances outstanding as of such date or if the amount of unrestricted cash of the Borrowers as of such date that is in Deposit Accounts (and each such Deposit Account is the subject of a Control Agreement and is maintained by a branch office of the bank located within the United States or Canada) is less than 105% of the Letter of Credit Usage, fail to maintain or achieve:”

(b)            Section 6.16(a)(i) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“(i)           Minimum Consolidated EBITDA .  Consolidated EBITDA, measured as of the end of each fiscal quarter and for the measurement period specified in the following table, of no less than the applicable amount set forth opposite thereto:

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(c)            Section 6.16(a)(ii) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: “[Reserved.]”

(d)            Section 6.16(a)(iii) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: “[Reserved.]”

(e)            Section 6.16(a)(iv) of the Credit Agreement is hereby amended and restated to read in its entirety as follows: “[Reserved.]”

(f)             Section 6.16(b)(i) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“(i)           Capital Expenditures .  Capital Expenditures in any fiscal year in excess of the amount set forth in the following table for the applicable period:

Notwithstanding the foregoing, Capital Expenditures for any fiscal year of Parent and its Subsidiaries after 2007 shall be permitted only to the extent (A) not in excess of the amount set forth above and (B) supported by updated Projections provided to Agent in accordance with the terms of this Agreement for such fiscal years.”

(g)            Schedule 5.2 to the Credit Agreement is hereby replaced with Schedule 5.2 to this Amendment.

(h)            Item (f) of Schedule 5.3 to the Credit Agreement is hereby amended and restated to read in its entirety as follows: “[Reserved.]”.

(i)             Exhibit C-1 to the Credit Agreement is hereby replaced with Exhibit C-1 to this Amendment.

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(j)             The definition of “Permitted Indebtedness” set forth on Schedule 1.1 to the Credit Agreement is hereby amended by deleting “and” at the end of clause (g) thereof, replacing the “.” at the end of clause (h) thereof with “, and”, and adding the following as clause (i) thereof:

“(i)           Indebtedness consisting of letters of credit incurred to replace the Letters of Credit issued under the Credit Agreement, so long as (i) the aggregate face amount of such replacement letters of credit does not exceed $900,000, and (ii) such Indebtedness is not secured by any assets of the Borrowers other than cash collateral of up to 105% of the face amount of such letters of credit.”

2.              Waiver of Known Existing Defaults .  Agent and the Lenders hereby waive enforcement of the Lender Group’s rights against Borrowers arising from the Known Existing Defaults; provided , however , nothing herein shall be deemed a waiver with respect to any other or future failure of any Borrower to comply fully with Section 6.16 of the Credit Agreement (as amended hereby).  This waiver shall be effective only for the specific defaults comprising the Known Existing Defaults, and in no event shall this waiver be deemed to be a waiver of enforcement of any of the Lender Group’s rights with respect to any other Defaults or Events of Default now existing or hereafter arising.  Nothing contained in this Amendment nor any communications between any Borrower and any member of the Lender Group shall be a waiver of any rights or remedies the Lender Group has or may have against any Borrower, except as specifically provided herein.  Except as specifically provided herein, each member of the Lender Group hereby reserves and preserves all of its rights and remedies against each Borrower under the Credit Agreement and the other Loan Documents.

3.              Effectiveness of this Amendment .  Agent must have received the following items, in form and content acceptable to Agent, before this Amendment and the waivers provided for herein are effective:

(a)            Amendment; Acknowledgement .  This Amendment and the attached Acknowledgement by Guarantors, each fully executed in a sufficient number of counterparts for distribution to all parties.

(b)            Representations and Warranties .  After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement must be true and correct in all material respects (except where any such representation or warranty is already subject to a materiality standard, in which case such representation or warranty is true and correct in all respects) on and as of the date hereof as though made on and as of the date hereof (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof).

(c)            Other Required Documentation.   All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed or recorded, as required by Agent.

4.              Representations and Warranties .  Each Borrower represents and warrants as follows:

(a)            Authority .  Each Borrower has the requisite corporate power and authority to execute and deliver this Amendment, and to perform its obligations hereunder and under the Loan Documents (as amended or modified hereby) to which it is a party.  The execution, delivery and performance by each Borrower of this Amendment have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.

(b)            Enforceability .  This Amendment has been duly executed and delivered by each Borrower.  This Amendment and each Loan Document (as amended or modified hereby) is the legal, valid and binding obligation of each Borrower, enforceable against each Borrower in accordance with its terms, and is in full force and effect.

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(c)            Representations and Warranties .  The representations and warranties contained in each Loan Document (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are true and correct in all material respects (except where any such representation or warranty is already subject to a materiality standard, in which case such representation or warranty is true and correct in all respects) on and as of the date hereof as though made on and as of the date hereof.

(d)            Due Execution .  The execution, delivery and performance of this Amendment are within the power of each Borrower, have been duly authorized by all necessary corporate action, have received all necessary governmental approval, if any, and do not contravene any law or any contractual restrictions binding on any Borrower.

(e)            No Default .  After giving effect to the waivers contained in this Amendment, no event has occurred and is continuing that constitutes a Default or an Event of Default.

(f)             No Duress .  This Amendment has been entered into without force or duress, of the free will of each Borrower.  Each Borrower’s decision to enter into this Amendment is a fully informed decision and each Borrower is aware of all legal and other ramifications of such decision.

(g)            Counsel .  Each Borrower has read and understands this Amendment