SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

MAGNETEK, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

559424403

(CUSIP Number)

D. Kyle Cerminara

Fundamental Global Investors, LLC

4201 Congress Street, Suite 140

Charlotte, North Carolina 28209

(704) 323-6851

With a copy to:

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

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

July 26, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box □.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 559424403 13D Page 2 of 10 Pages

1	NAME OF REPORTING PERSON Fundamental Global Partners, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 108,047
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 108,047

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 108,047
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 559424403 13D Page 3 of 10 Pages

1	NAME OF REPORTING PERSON Fundamental Global Partners Master Fund, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 213,028
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 213,028

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 213,028
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 559424403 13D Page 4 of 10 Pages

1	NAME OF REPORTING PERSON Fundamental Global Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 108,047
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 108,047

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 108,047
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 559424403 13D Page 5 of 10 Pages

1	NAME OF REPORTING PERSON FG Partners GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 213,028
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 213,028

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 213,028
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 559424403 13D Page 6 of 10 Pages

1	NAME OF REPORTING PERSON Fundamental Global Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 321,075
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 321,075

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 321,075
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 559424403 13D Page 7 of 10 Pages

1	NAME OF REPORTING PERSON Joseph H. Moglia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 74,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 74,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 74,000
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 559424403 13D Page 8 of 10 Pages

This Amendment No. 5 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 5”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on February 28, 2014, as amended (the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of Magnetek, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 5, the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

The total cost for purchasing the Common Stock reported as owned by Fundamental Global Partners, LP and Fundamental Global Partners Master Fund, LP in this Statement, including brokerage commissions, was approximately $8,374,710.

Item 5. Interest in Securities of the Issuer.

Each of the Reporting Persons holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it or him in the applicable table set forth on the cover page to this Statement.

In addition, CWA Asset Management Group, LLC (doing business as “Capital Wealth Advisors”) holds 77,925 shares of Common Stock of the Company for the accounts of individual investors, which represents approximately 2.2% of the Company’s outstanding shares of Common Stock. CWA Asset Management Group, LLC provides wealth management, estate planning and family office services to individual investors. Fundamental Global Investors, LLC owns 50% of CWA Asset Management Group, LLC.

FGI Global Asset Allocation Fund, Ltd. holds 5,622 shares of Common Stock of the Company, the total cost of which, including brokerage commissions, was approximately $247,174. These shares represent approximately 0.2% of the Company’s outstanding shares of Common Stock. The investment manager of FGI Global Asset Allocation Fund, Ltd. is FGI International USVI, LLC. Fundamental Global Investors, LLC owns 60% of FGI International USVI, LLC. The managers of FGI International USVI, LLC are D. Kyle Cerminara and Lewis M. Johnson.

Mr. Cerminara holds an option to acquire 2,000 shares of Common Stock of the Company, with an exercise price of $38.51 per share, that was granted to him by the Company on May 1, 2015 in connection with his service as a director of the Company. Mr. Cerminara also holds 404.518 Phantom Stock Units that were issued under the Company’s Director Compensation and Deferral Investment Plan and will be settled in shares of Common Stock of the Company upon his termination of service as a director of the Company.

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 3,564,584 shares of Common Stock reported by the Company as outstanding as of May 1, 2015 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarterly period ended March 29, 2015.

CUSIP No. 559424403 13D Page 9 of 10 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On July 26, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Columbus McKinnon Corporation, a New York corporation (“Parent”), and Megatron Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement contemplates that Merger Sub will commence a cash tender offer (the “Offer”) to acquire all of the shares of the Company’s Common Stock for a purchase price of $50.00 per share and that, following the consummation of the Offer, Merger Sub will be merged with and into the Company, with the Company becoming a wholly owned subsidiary of Parent.

On July 26, 2015, Fundamental Global Partners, LP, Fundamental Global Partners Master Fund, LP, Fundamental Global Partners GP, LLC, FG Partners GP, LLC, Fundamental Global Investors, LLC, D. Kyle Cerminara, and Lewis M. Johnson (the “Supporting Stockholders”) entered into a “Support of the Offer” letter agreement (the “Support Agreement”) with Parent and Merger Sub, pursuant to which the Supporting Stockholders have agreed to tender in the Offer, and not withdraw from the Offer, all of the shares of Common Stock beneficially owned by them, subject to the terms and conditions of the Support Agreement.

The obligations of the Supporting Stockholders in the Support Agreement will terminate upon, among other events, the termination of the Merger Agreement in accordance with its terms, any amendment to the Merger Agreement that results in a decrease in the Offer price, or any change in the form of consideration to be paid in the Offer.

This summary of the Support Agreement is not complete and is qualified by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 99.1 to this Amendment No. 5 and is hereby incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

Item 7. Material to Be Filed as Exhibits.

The following documents are filed as exhibits:

99.1 “Support of the Offer” letter agreement, dated July 26, 2015, by and among Fundamental Global Partners, LP, Fundamental Global Partners Master Fund, LP, Fundamental Global Partners GP, LLC, FG Partners GP, LLC, Fundamental Global Investors, LLC, D. Kyle Cerminara, Lewis M. Johnson, Columbus McKinnon Corporation, and Megatron Acquisition Corp.

CUSIP No. 559424403 13D Page 10 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

Dated: August 4, 2015

FUNDAMENTAL GLOBAL PARTNERS, LP,

by Fundamental Global Partners GP, LLC, its general partner

/s/  D. Kyle Cerminara

D. Kyle Cerminara

Partner and Manager

FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,

by FG Partners GP, LLC, its general partner

/s/  D. Kyle Cerminara

D. Kyle Cerminara

Manager

FUNDAMENTAL GLOBAL PARTNERS GP, LLC

/s/  D. Kyle Cerminara

D. Kyle Cerminara

Partner and Manager

FG PARTNERS GP, LLC

/s/  D. Kyle Cerminara

D. Kyle Cerminara

Manager

FUNDAMENTAL GLOBAL INVESTORS, LLC

/s/  D. Kyle Cerminara

D. Kyle Cerminara

Chief Executive Officer, Partner and Manager

/s/  D. Kyle Cerminara

D. Kyle Cerminara

/s/  Lewis M. Johnson

Lewis M. Johnson

/s/  Joseph H. Moglia

Joseph H. Moglia

EX-99.1

Exhibit 99.1

July 26, 2015

Columbus McKinnon Corporation

Megatron Acquisition Corp.

140 John James Audubon Parkway

Amherst, New York 14228

Re: Support of the Offer

Ladies and Gentlemen:

The undersigned (the “Supporting Stockholder”) is a stockholder of Magnetek, Inc., a Delaware corporation (the “Company”), and in connection with, and as a condition to, your willingness to enter into the Agreement and Plan of Merger, dated as of July 26, 2015 (the “Merger Agreement”), by and among Columbus McKinnon Corporation, a New York corporation (“Parent”), Megatron Acquisition Corp., a Delaware corporation (“Merger Sub”), and the Company, the Supporting Stockholder is delivering this letter agreement, with the intent to be legally bound by its terms. The Merger Agreement provides, among other things, for Merger Sub to conduct a tender offer (as it may be amended from time to time in accordance with the terms of the Merger Agreement, the “Offer”) for all of the issued and outstanding shares of common stock (“Shares”) of the Company, and the subsequent merger of Merger Sub with and into the Company (the “Merger”).

As of the date of this letter agreement, the Supporting Stockholder is the Beneficial Owner (as defined below) of the number of Shares set forth on Exhibit A (such Shares, together with any other shares that the Supporting Stockholder acquires in any manner after today, are referred to as “Covered Shares”). In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Covered Shares or the acquisition by the Supporting Stockholder of additional Covered Shares, the type and number of Covered Shares shall be adjusted appropriately, and the Supporting Stockholder’s obligations under this letter agreement shall automatically attach to any additional Covered Shares or other securities or rights of the Company issued to or acquired by the Supporting Stockholder or its affiliates. For the purposes of this letter agreement, “Beneficial Owner” (and words of correlative meaning) shall mean “beneficial ownership” within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

At all times while this letter agreement remains in effect, the Supporting Stockholder agrees that the Supporting Stockholder will be the Beneficial Owner of the Covered Shares, except (i) the Supporting Stockholder may sell already-owned Covered Shares either to pay the exercise price upon the exercise of a Company stock option or to satisfy the Supporting Stockholder’s tax withholding obligation upon the exercise of a Company stock option or the vesting of Company restricted shares, (ii) the Supporting Stockholder may transfer Covered Shares to affiliates, immediate family members, a trust established for the benefit of the Supporting Stockholder and/or for the benefit of one or more members of the Supporting Stockholder’s immediate family or charitable organizations or upon the death of the Supporting Stockholder, provided that, as a condition to each such transfer, the recipient agrees to be bound by this letter agreement, and (iii) the Supporting Stockholder may transfer Covered Shares with Parent’s prior written consent given at Parent’s sole discretion.

The Supporting Stockholder represents, warrants and agrees that (i) the Covered Shares are, and at all times while this letter agreement remains in effect will be, free and clear of all adverse claims, liens, pledges, options, proxies, voting trusts or agreements, rights or arrangements or any other encumbrances on title, transfer or exercise of any of the Supporting Stockholder’s rights as a holder of such Covered Shares, in each case, except as set forth on Schedule I (collectively, “Encumbrances”) and except as required by this letter agreement, (ii) the Supporting Stockholder has, and at all times while this letter agreement remains in effect will have, the sole right to vote, sole power of disposition and sole power to agree to all of the matters set forth in this letter agreement, in each case, except arising from the transfer restrictions under securities laws of any jurisdiction or as set forth in this letter agreement, (iii) the Supporting Stockholder has received and reviewed a copy of the Merger Agreement and understands that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the execution, delivery and performance of this letter agreement by the Supporting Stockholder, and (iv) the undersigned, on behalf of the Supporting Stockholder, has all necessary power and authority and legal capacity to execute, deliver and perform all of the obligations under this letter agreement, and to consummate the transactions contemplated hereby, and no other proceedings or actions on the part of the Supporting Stockholder or its board of directors or similar governing body are necessary to authorize the execution, delivery or performance of this letter agreement or the consummation of the transactions contemplated hereby.

The Supporting Stockholder agrees to tender (and deliver any certificates evidencing) his/her/its Covered Shares, or cause his/her/its Covered Shares to be tendered (or delivered), into the Offer promptly, and in any event (i) shall instruct his/her/its broker to tender such Covered Shares no later than five business days following the commencement of the Offer and (ii) shall tender such shares no later than ten business days following the commencement of the Offer, free and clear of all Encumbrances. The Supporting Stockholder will not withdraw the Covered Shares, or cause the Covered Shares to be withdrawn, from the Offer at any time while this letter agreement remains in effect. The Supporting Stockholder agrees, upon request of Parent or Merger Sub, to execute and deliver any additional documents and to take, or cause to be taken, such further actions as may reasonably be deemed by Parent or Merger Sub to be necessary or desirable to effect such tender into the Offer in accordance with the provisions of this letter agreement.

This letter agreement and all rights and obligations of the parties hereunder shall terminate on the earliest of the following: (i) the termination of the Merger Agreement in accordance with its terms; (ii) the effective time of the Merger; and (iii) the entry, without the prior written consent of the Supporting Stockholder, into any amendment or modification to the Merger Agreement or any waiver of any of the Company’s rights under the Merger Agreement, in each case, that results in (A) a decrease in the Offer Price or Merger Consideration (each as defined in the Merger Agreement on the date hereof) or (B) a change in the form of consideration to be paid in the Offer or in the form of Merger Consideration; provided, however, that (x) nothing herein shall relieve the Supporting Stockholder from liability for any willful and material breach hereof prior to such termination and (y) the last three paragraphs of this letter agreement shall survive any such termination.

The Supporting Stockholder consents to and authorizes the publication and disclosure by Parent of the Supporting Stockholder’s identity and holding of the Covered Shares and the nature of the Supporting Stockholder’s commitments, arrangements and understandings under this letter agreement in any press release or any other disclosure document in connection with the Offer or any other transactions contemplated by the Merger Agreement. The Supporting Stockholder will as promptly as reasonably practicable notify Parent of any required corrections to any written information supplied by the Supporting Stockholder specifically for use in any disclosure document.

Parent and Merger Sub agree that nothing in this letter agreement shall be construed as preventing, limiting or otherwise affecting in any respect the Supporting Stockholder’s ability, as an officer or director or other fiduciary of the Company or any other entity, if applicable, from fulfilling the duties and obligations of such office.

Any notices or other communications required or permitted under, or otherwise given in connection with, this letter agreement shall be in writing to the address or facsimile number set forth on the signature page of this letter agreement.

This letter agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This letter agreement may not be assigned by any party, by operation of law or otherwise, without the written consent of the other parties, and any attempted assignment without such prior written approval shall be void and without legal effect; provided, however, that Parent or Merger Sub may assign any of their respective rights and obligations to any direct or indirect subsidiary of Parent without the Supporting Stockholder’s consent. Subject to the preceding sentence, this letter agreement shall be binding upon the Supporting Stockholder and his/her/its successors and permitted assigns.

No amendment, modification or waiver in respect of this letter agreement shall be effective against any party unless it shall be in writing and signed by Parent, Merger Sub and the Supporting Stockholder. The failure of Parent or Merger Sub to exercise any right, power or remedy provided under this letter agreement or otherwise available in respect hereof at law or in equity, or to insist upon the Supporting Stockholder’s compliance with his/her/its obligations hereunder, shall not constitute a waiver of the right to exercise any such right, power or remedy or to demand such compliance.

Nothing contained in this letter agreement shall be deemed, upon execution, to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares will remain vested in and belong to the Supporting Stockholder, and neither Parent nor Merger Sub will have any power or authority to direct the voting of any of the Covered Shares.

This letter agreement, and all matters arising hereunder or in connection herewith, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to laws that may be applicable under conflicts of laws principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The parties hereby irrevocably and unconditionally submit to, and the Supporting Stockholder submits and the Covered Shares to, the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any Federal court of the United States of America sitting in Delaware, and any appellate court from any appeal thereof, in any action or proceeding arising out of or relating to this letter agreement or for recognition or enforcement of any judgment relating thereto. The parties hereby irrevocably and unconditionally agree not to commence any such action or proceeding except in such courts; agree that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by law, in such Federal court; waive, to the fullest extent the parties may legally and effectively do so, any objection that they may now or hereafter have to the laying of venue of any such action or proceeding in the Court of Chancery of the State of Delaware or such Federal court; and waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the State of Delaware or such Federal court. The parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

The Supporting Stockholder acknowledges and agrees that any controversy that may arise under this letter agreement is likely to involve complicated and difficult issues and therefore hereby irrevocably and unconditionally waives any right he/she/it may have to a trial by jury in respect of any litigation relating to this letter agreement. The Supporting Stockholder certifies and acknowledges that none of his/her/its representatives, agents or attorneys has represented that he/she/it would, in the event of litigation, seek to avoid the enforcement of such waiver. The Supporting Stockholder understands and has considered the implications of such waiver and makes such waiver voluntarily with the understanding that Parent and Merger Sub have been induced to enter into this letter agreement by, among other things, the waiver and certification in this paragraph.

The Supporting Stockholder agrees that if any of the provisions of this letter agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine; and that Parent and Merger Sub shall be entitled to an injunction or injunctions to prevent breaches of this letter agreement and to specific performance of the terms hereof, without necessity of posting bond or other security (any requirements therefor being expressly waived). This paragraph shall be Parent and Merger Sub's sole and exclusive recourse for any breach by any of the Supporting Stockholders of any representation, warranty or other provision of this Agreement.

[Signature pages follow.]

Very truly yours,
FUNDAMENTAL GLOBAL PARTNERS, LP,
by Fundamental Global Partners GP, LLC, its general partner
/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	Partner and Manager
FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP,
by FG Partners GP, LLC, its general partner
/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	Manager
FUNDAMENTAL GLOBAL PARTNERS GP, LLC
/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	Partner and Manager
FG PARTNERS GP, LLC
/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	Manager
FUNDAMENTAL GLOBAL INVESTORS, LLC
/s/ D. Kyle Cerminara
Name:	D. Kyle Cerminara
Title:	Chief Executive Officer, Partner and Manager
/s/ D. Kyle Cerminara
D. Kyle Cerminara
/s/ Lewis M. Johnson
Lewis M. Johnson
Address:
4201 Congress Street, Suite 140
Charlotte, NC 28209
Facsimile: (888) 439-0009

[Signature Page to Letter Agreement]

Acknowledged and agreed

to as of the date first written above:

COLUMBUS MCKINNON CORPORATION

By:	/s/ Timothy T. Tevens
Name:	Timothy T. Tevens
Title:	President and Chief Executive Officer

Address:

140 John James Audubon Parkway

Amherst, New York 14228

Attn: Alan S. Korman

Facsimile: (716) 689-5598

Copies to (which shall not constitute notice):

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, Illinois 60611

Facsimile:	(312) 993-9767
Attention:	Mark D. Gerstein
	Bradley C. Faris

MEGATRON ACQUISITION CORP.

By:	/s/ Timothy T. Tevens
Name:	Timothy T. Tevens
Title:	President

Address:

140 John James Audubon Parkway

Amherst, New York 14228

Attn: Alan S. Korman

Facsimile: (716) 689-5598

[Signature Page to Letter Agreement]

Schedule I

Encumbrances

Exhibit A

Number of Covered Shares:     321,075