SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

 

 

Magnetek, Inc.

(Name of Subject Company (Issuer))

 

 

Megatron Acquisition Corp.

A Wholly Owned Subsidiary of

Columbus McKinnon Corporation

(Names of Filing Persons (Offerors))

Common Stock, $0.01 par value per share

(Title of Class of Securities)

559424403

(CUSIP Number of Class of Securities (Underlying Common Stock))

Alan S. Korman, Esq.

General Counsel and Corporate Secretary

Columbus McKinnon Corporation

140 John James Audubon Parkway

Amherst, New York 14228

(716) 689-5500

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

 

 

Copies to:

Mark D. Gerstein, Esq.

Bradley C. Faris, Esq.

Latham & Watkins LLP

330 N. Wabash Ave.

Suite 2800

Chicago, IL 60611

(312) 876-7700

 

 

Calculation of Filing Fee

 

Transaction Valuation*   Amount of Filing Fee**
$191,632,350   $22,267.68
 
* Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 3,832,647 shares of common stock, par value $0.01 per share, of Magnetek, Inc., at a purchase price of $50.00 per share. Such number of shares consists of (i) 3,568,540 shares of unrestricted common stock issued and outstanding as of August 3, 2015, (ii) 134,932 shares subject to forfeiture restrictions, repurchase rights, or other restrictions that are or may become issued and outstanding prior to the expiration of the Offer (as defined below), and (iii) 129,175 shares of common stock that may be issuable before the expiration of the Offer under options and other rights to acquire shares of common stock.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 0.0001162 of the transaction valuation.

 

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $22,267.68    Filing Party: Columbus McKinnon Corporation
Form or Registration No. Schedule TO    Date Filed: August 5, 2015

 

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

x  third-party tender offer subject to Rule 14d-1.
¨  issuer tender offer subject to Rule 13e-4.
¨  going-private transaction subject to Rule 13e-3.
¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

 

 

 


This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2015 (as amended by Amendment No. 1 thereto filed with the SEC on August 25, 2015, and as amended hereby, the “Schedule TO”), which relates to the offer by Megatron Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Columbus McKinnon Corporation, a New York corporation (“CMCO”), to purchase all of the issued and outstanding shares of common stock (including Restricted Shares (as defined in the Offer to Purchase)), par value $0.01 per share (collectively, the “Shares”), of Magnetek, Inc., a Delaware corporation (“Magnetek”), at a purchase price of $50.00 per share, net to the seller in cash, without interest, subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 5, 2015 (the “Offer to Purchase”), and in the related Letter of Transmittal for Shares and Letter of Transmittal for Employee Restricted Shares, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively. This Amendment is being filed on behalf of CMCO and the Purchaser. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO and the Offer to Purchase.

Amendments to the Schedule TO

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following:

“The Offer and withdrawal rights expired at 12:00 midnight, New York City time, on Tuesday, September 1, 2015. The Depositary advised us that as of such time 3,464,611 Shares were validly tendered into, and not properly withdrawn from, the Offer, representing approximately 93.6% of the then outstanding Shares. All Shares that were validly tendered and not properly withdrawn have been accepted for purchase and paid for by the Purchaser.

As a result of the purchase of Shares in the Offer, the Purchaser had ownership sufficient to effect the Merger under DGCL Section 251(h) without a vote of stockholders of Magnetek. Accordingly, CMCO has effected the Merger in which the Purchaser merged with and into Magnetek, with Magnetek surviving the Merger and continuing as a wholly owned subsidiary of CMCO. In the Merger, each Share outstanding (other than Shares accepted for payment in the Offer, Shares held by CMCO or the Purchaser or any of their subsidiaries, or Shares for which a Magnetek stockholder has properly exercised appraisal rights under Delaware law) was converted into the right to receive a price per Share equal to the Offer Price. Prior to the Merger, CMCO, Purchaser and Magnetek agreed that Magnetek’s 2004 and 2014 Stock Incentive Plans will remain in effect following the completion of the Merger. The Shares ceased to trade on the NASDAQ Global Market prior to the opening of business on September 2, 2015, and Magnetek has requested that the NASDAQ Global Market file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 to delist and deregister the Common Stock.

On September 2, 2015, CMCO issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. The full text of the press release is attached hereto as Exhibit (a)(1)(I) and is incorporated herein by reference.

Also on September 2, 2015, CMCO entered into an amendment to its existing credit facility, previously entered into on January 23, 2015 with JPMorgan Chase Bank, N.A. as administrative agent and the various lenders signatory thereto, in order to obtain $75 million of additional secured revolving borrowing under new commitments to the existing credit facility, the proceeds of which will be used to fund Purchaser’s payment for the Shares in the Offer. The full text of the amendment is attached hereto as Exhibit (b)(3) and is incorporated herein by reference.”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits thereto:

 

“(a)(1)(I)    Press Release dated September 2, 2015
  (b)(3)    Amendment to Credit Agreement, dated as of September 2, 2015, by and among JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC (and the other lenders party thereto) and CMCO (and certain of its affiliates)”


SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Megatron Acquisition Corp.
By:   /s/ Timothy T. Tevens
  Name:   Timothy T. Tevens
  Title:   President
Columbus McKinnon Corporation
By:   /s/ Timothy T. Tevens
  Name:   Timothy T. Tevens
  Title:   President & Chief Executive Officer

Date: September 2, 2015


INDEX TO EXHIBITS

 

(a)(1)(A)

   Offer to Purchase, dated as of August 5, 2015*

(a)(1)(B)

   Letter of Transmittal for Shares*

(a)(1)(C)

   Letter of Transmittal for Employee Restricted Shares*

(a)(1)(D)

   Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees*

(a)(1)(E)

   Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and other Nominees*

(a)(1)(F)

   Press Release dated July 27, 2015 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by CMCO with the SEC on July 27, 2015)*

(a)(1)(G)

   Press Release dated August 5, 2015*

(a)(1)(H)

   Summary Advertisement published in the Wall Street Journal on August 5, 2015*

(a)(1)(I)

   Press Release dated September 2, 2015

(b)(1)

   Debt Commitment Letter, dated July 26, 2015, by and among JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and CMCO (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CMCO with the SEC on July 27, 2015)*

(b)(2)

   Credit Agreement, dated as of January 23, 2015, by and among JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC (and the other lenders party thereto) and CMCO (and certain of its affiliates) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by CMCO with the SEC on January 27, 2015)*

(b)(3)

   Amendment to Credit Agreement, dated as of September 2, 2015, by and among JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC (and the other lenders party thereto) and CMCO (and certain of its affiliates)

(d)(1)

   Agreement and Plan of Merger, dated as of July 26, 2015, by and among Magnetek, the Purchaser and CMCO (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CMCO with the SEC on July 27, 2015)*

(d)(2)

   Form of Tender Agreement, dated as of July 26, 2015 (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by CMCO with the SEC on July 27, 2015)*

(d)(3)

   Confidentiality Agreement, dated as of April 2, 2015, by and between Magnetek and CMCO*

(d)(4)

   Letter Agreement Amending Confidentiality Agreement, dated as of July 26, 2015, by and between Magnetek and CMCO*

(d)(5)

   Letter Agreement Amending Merger Agreement, dated as of August 24, 2015, by and among Magnetek, the Purchaser and CMCO*

 

* Previously filed.


Exhibit (a)(1)(I)

 

LOGO    News Release

 

   140 John James Audubon Parkway
   Amherst, NY 14228

IMMEDIATE RELEASE

Columbus McKinnon Completes Acquisition of Magnetek

Combination of complementary strengths creates

a unique global material handling company

AMHERST, NY., September 2, 2015 — Columbus McKinnon Corporation (NASDAQ: CMCO), a leading designer, manufacturer and marketer of material handling products, today announced that, through a wholly owned subsidiary, it has completed the acquisition of Magnetek (NASDAQ: MAG), a leading designer and manufacturer of digital power and motion control solutions for material handling, elevator and mining applications. With the close of this acquisition, Columbus McKinnon gains technology, capabilities and the value of the Magnetek brand to create more competitive and comprehensive material handling solutions for its customers.

Timothy T. Tevens, President and CEO of Columbus McKinnon, commented, “With this accretive combination, we can more fully address the continued global trend of industrial and commercial businesses searching for ways to improve productivity and safety in their operations. We are all very excited about the expanded market potential this transaction provides. We command a measurably broader market for Magnetek’s technologies and the addition of their power control technology impressively enhances our product offering. This compelling blend of products and know-how enables us to bring ‘smart’ lifting and moving solutions to our customers.”

Columbus McKinnon plans to maintain the Magnetek brand and its operations in Menomonee Falls, Wisconsin, under the continued leadership of Peter M. McCormick, the current President and CEO of Magnetek.

Under the terms of the transaction, Columbus McKinnon is paying $50 per share in cash for each share of Magnetek for an aggregate purchase price of approximately $188.9 million. Columbus McKinnon expects the acquisition to contribute $0.40 per share earnings accretion in the first full fiscal year of combined operations, which includes $5 million in cost synergies and excludes any effects of purchase accounting. During fiscal year 2016, which ends March 31, 2016, the acquisition will have the effects of approximately $7.5 million to $8.5 million pre-tax onetime costs plus normal purchase accounting adjustments.

All shares of Magnetek will be immediately suspended from trading on The NASDAQ Stock Market.

About Columbus McKinnon

Columbus McKinnon is a leading worldwide designer, manufacturer and marketer of material handling products, systems and services, which efficiently and ergonomically move, lift, position and secure materials. Key products include hoists, cranes, actuators and rigging tools. The Company is focused on commercial and industrial applications that require the safety and quality provided by its superior design and engineering know-how. Comprehensive information on Columbus McKinnon is available on its website at http://www.cmworks.com.

 

-MORE-


Columbus McKinnon Completes Acquisition of Magnetek

September 2, 2015

Page 2 of 2

 

Forward-Looking Statements

This news release contains forward-looking statements related to Columbus McKinnon’s acquisition of Magnetek and are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding the successful integration of the business, the benefits of the transaction, as well as future revenue and earnings. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by Columbus McKinnon and its respective subsidiaries, conditions affecting the Company’s customers and suppliers, competitor responses to the Company’s products and services, the overall market acceptance of such products and services, the integration of the businesses and other factors disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission. The Company assumes no obligation to update the forward-looking information contained in this release, except as expressly required by law.

Contacts:

 

Columbus McKinnon   
Gregory P. Rustowicz    Investor Relations:
Vice President - Finance and Chief Financial Officer    Deborah K. Pawlowski
Columbus McKinnon Corporation    Kei Advisors LLC
716-689-5442    716-843-3908
greg.rustowicz@cmworks.com    dpawlowski@keiadvisors.com

 

-###-



Exhibit (b)(3)

Execution Version

FIRST AMENDMENT

FIRST AMENDMENT, dated as of September 2, 2015 (this “Amendment”), to the Credit Agreement, dated as of January 23, 2015 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), among Columbus McKinnon Corporation, a New York corporation (the “Company”), Columbus McKinnon Dutch Holdings 3 B.V. (the “Dutch Borrower”), Columbus McKinnon EMEA Gmbh (the “German Borrower” and, together with the Company and the Dutch Borrower, the “Borrowers”), the guarantors parties thereto (the “Guarantors” and, together with the Borrowers, the “Loan Parties”), the lenders from time to time parties thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans, other extensions of credit, and other financial accommodations available to the Borrowers.

WHEREAS, as contemplated by Section 10.01 of the Credit Agreement, the Loan Parties have requested certain amendments to the Credit Agreement.

WHEREAS, the Lenders are willing to agree to such amendments, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein (including in the recitals) shall have the meanings assigned to such terms in the Credit Agreement.

SECTION 2. Amendment to Section 2.24. Section 2.24(a) of the Credit Agreement is hereby amended by deleting the “$75,000,000” therein and replacing it with “$150,000,000”.

SECTION 3. Amendment to Section 7.02(h). Section 7.02(h) of the Credit Agreement is hereby amended by adding the following parenthetical at the end of clause (vi)(x) therein, immediately following the phrase “set forth in clause (v) above”: “(which Compliance Certificate shall, for the avoidance of doubt, be deemed to be delivered pursuant to Section 6.02(a) for purposes of determining the Applicable Rate)”.

SECTION 4. Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the “First Amendment Effective Date”):

(a) The Administrative Agent shall have received (i) counterparts of this Amendment, executed and delivered by each Loan Party, the Administrative Agent and the Required Lenders and (ii) an executed copy of the Increased Facility Activation Notice delivered on or about the date hereof (the “Incremental Notice”) signed by the Company, the Administrative Agent and Lenders providing aggregate incremental Revolving Commitments equal to $75 million; and

(b) The Incremental Notice shall have become effective in accordance with its terms and the Company shall have acquired the capital stock of Magnetek, Inc. pursuant to that certain Agreement and Plan of Merger, dated as of July 26, 2015, entered into among the Company, Megatron Acquisition Corp. and Magnetek, Inc.


SECTION 5. Waiver. Notwithstanding anything to the contrary herein or in the Credit Agreement or the Incremental Notice, the Lenders party hereto hereby agree that the delivery to the Administrative Agent on the Increased Facility Closing Date (as defined in the Incremental Notice) of the stock certificates in respect of the capital stock in those subsidiaries (the “Magnetek Mexican Subsidiaries”) of Magnetek, Inc. set forth on Schedule I hereto (such certificates, the “Lost Certificates”) shall not be required (a) as a condition precedent to the availability of the incremental Revolving Commitments contemplated by the Incremental Notice, (b) as a condition precedent to the effectiveness of this Amendment, or (c) otherwise pursuant to the Credit Agreement or the U.S. Security Agreement; provided that each Loan Party hereby agrees that (a) the Lost Certificates have been lost, mislaid, stolen or destroyed and cannot now be produced, (b) to such Loan Party’s knowledge, no other Person has possession or control of the Lost Certificates, (c) when a UCC financing statement in appropriate form is filed with the Secretary of State of the State of Delaware listing Magnetek, Inc. as debtor, the Administrative Agent’s security interest in the capital stock of the Magnetek Mexican Subsidiaries will be a fully perfected first-priority Lien and (d) if any of the Lost Certificates are found by such Loan Party or if replacement certificates in respect thereof are issued, such Loan Party shall cause such Lost Certificates or such replacement certificates, as applicable, to be promptly delivered to the Administrative Agent to be held as Collateral.

SECTION 6. Reaffirmation. Each Loan Party hereby (a) consents to this Amendment and the transactions contemplated hereby, (b) confirms its guarantees, pledges, grants of security interests, acknowledgments, obligations and consents under each Security Document and Loan Document to which it is a party, (c) agrees that all of its obligations, liabilities and indebtedness under each Loan Document to which it is a party shall remain in full force and effect on a continuous basis (without set-off, counterclaim, defense or deduction of any kind) after giving effect to this Amendment and its guarantee, if any, of the obligations, liabilities and indebtedness of the other Loan Parties under the Credit Agreement shall remain in full force and effect on a continuous basis (without set-off, counterclaim, defense or deduction of any kind) after giving effect to this Amendment and (d) agrees that all of the Liens and security interests created and arising under each Loan Document to which it is a party remain in full force and effect on a continuous basis, and continue to be perfected in the same manner and to the extent contemplated by the Security Documents, after giving effect to this Amendment, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees, if any, in the Loan Documents, including, without limitation, the obligations under the Credit Agreement.

SECTION 7. Representations and Warranties. Each Loan Party hereby represents and warrants that both immediately prior to and after giving effect to this Amendment:

(a) the Lenders’ and the Administrative Agent’s security interests in the Collateral described in the Credit Agreement continue to be valid, binding and enforceable security interests which secure the Obligations, and continue to be perfected in the same manner and to the extent contemplated by the Security Documents (subject to Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement);

(b) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of such date as if made on and as of such date (other than to the extent any representation and warranty is already qualified by materiality, in which case, such representation and warranty is true and correct as of such date), except


to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (other than to the extent any representation and warranty is already qualified by materiality, in which case, such representation and warranty is true and correct as of such earlier date); and

(c) no Default or Event of Default has occurred and is continuing on the First Amendment Effective Date.

SECTION 8. Effects on Loan Documents. Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents.

SECTION 9. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTION 10.12 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL HEREIN.

SECTION 10. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by email or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. A set of the copies of this Amendment signed by all the parties shall be lodged with the Company and the Administrative Agent.

SECTION 11. Severability; Integration. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Amendment represents the entire agreement of the Loan Parties, the Administrative Agent and the Required Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Required Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

SECTION 12. Representation Dutch Borrower. Section 10.19 of the Credit Agreement shall apply mutatis mutandis to this Amendment.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

 

COLUMBUS MCKINNON CORPORATION
By:  

/s/ Gregory P. Rustowicz

Name:   Gregory P. Rustowicz
Title:   Vice President - Finance and Chief Financial Officer
COLUMBUS MCKINNON DUTCH HOLDINGS 3 B.V.
By:  

/s/ Alexander Hartmann

Name:   Alexander Hartmann
Title:   Managing Director B
COLUMBUS MCKINNON EMEA GMBH
By:  

/s/ Gregory P. Rustowicz

Name:   Gregory P. Rustowicz
Title:   Managing Director
YALE INDUSTRIAL PRODUCTS, INC.
By:  

/s/ Gregory P. Rustowicz

Name:   Gregory P. Rustowicz
Title:   Vice President
CRANE EQUIPMENT & SERVICE, INC.
By:  

/s/ Gregory P. Rustowicz

Name:   Gregory P. Rustowicz
Title:   Vice President
UNIFIED INDUSTRIES INC.
By:  

/s/ Gregory P. Rustowicz

Name:   Gregory P. Rustowicz
Title:   Vice President

[Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:  

/s/ Karen L. Mikols

Name:   Karen L. Mikols
Title:   Authorized Officer

[Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


BANK OF AMERICA, N.A., as a Lender
By:  

/s/ Thomas C. Lillis

Name:   Thomas C. Lillis
Title:   Senior Vice President

[Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


PNC Bank, National Association, as a Lender
By:  

/s/ James F. Stevenson

Name:   James F. Stevenson
Title:   Senior Vice President

[Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


Citizens Bank, N.A., as a Lender
By:  

/s/ Nancy O’Brien

Name:   Nancy O’Brien
Title:   SVP

[Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


M&T Bank, as a Lender
By:  

/s/ Edward J. Graber

Name:   Edward J. Graber
Title:   Vice President

[Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


CREDIT SUISSE AG, Cayman Islands Branch, as a Lender
By:  

/s/ Vipul Dhadda

Name:   Vipul Dhadda
Title:  

Authorized Signatory

By:  

/s/ Sean MacGregor

Name:   Sean MacGregor
Title:   Authorized Signatory

[Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


Branch Banking and Trust Company, as a Lender
By:  

/s/ Matthew J. Davis

Name:   Matthew J. Davis
Title:   Vice President

[Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


HSBC Bank USA, National Association, as a Lender
By:  

/s/ Gregory R. Duval

Name:   Gregory R. Duval
Title:   Senior Vice President

RESTRICTED - [Columbus McKinnon Credit Agreement – Signature Page to First Amendment]


Schedule I

Magnetek de Mexico, S.A. de C.V.

Manufacturas Electricas de Reynosa, S.A. de C.V.

Mejor Electronica de Mexico S.A. de C.V.

Servicio de Guarderas, S.C.

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