FUNDS ESCROW AGREEMENTFunds Escrow Agreement • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Agreement (this “Agreement”) is dated as of the 31st day of May 2006 among Magnetech Industrial Services of Alabama, LLC, an Indiana limited liability corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):
ContractWarrant Agreement • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAGNETECH, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Security AgreementSecurity Agreement • December 28th, 2012 • Miscor Group, Ltd. • Services-miscellaneous repair services
THIS SECURITY AGREEMENT (this “Agreement”), dated as of this day of December, 2012, is made by MISCOR GROUP, LTD. (the “Grantor”), with an address at 800 Nave Road, Southeast, Massillon, Ohio 44646, in favor of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 213 Market Avenue North, Suite 250, Canton, Ohio 44702.
Michael P. Moore Employment AgreementEmployment Agreement • June 18th, 2010 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
This Employment Agreement (“Agreement”) is effective as of the 18th day of June, 2010 (the “Effective Date”) between MISCOR Group, Ltd., an Indiana corporation (“MISCOR” or “Company”), and Michael P. Moore (the “Executive”).
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and MAGNETECH INDUSTRIAL SERVICES OF ALABAMA, LLC Dated: May 31, 2006Security and Purchase Agreement • June 6th, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Security and Purchase Agreement is made as of May 31, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), MAGNETECH INDUSTRIAL SERVICES OF ALABAMA, LLC, an Indiana limited liability company (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
SECURITIES PURCHASE AGREEMENT BY AND AMONG TONTINE CAPITAL PARTNERS, L.P., TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. AND MISCOR GROUP, LTD. JANUARY 18, 2007Securities Purchase Agreement • January 22nd, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Indiana
This SECURITIES PURCHASE AGREEMENT, dated as of January 18, 2007, is entered into by and among MISCOR GROUP, LTD., an Indiana corporation (the “Company”), and the investors identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
STANDBY LETTER OF CREDIT AGREEMENTStandby Letter of Credit Agreement • January 18th, 2008 • Miscor Group, Ltd. • Services-miscellaneous repair services • California
Applicant hereby requests that you, Wells Fargo Bank, National Association ("Wells Fargo"), issue in your name one or more standby letters of credit pursuant to Applications for the issuance of such Credits and the terms and conditions of this Agreement. Each Credit will be issued at Applicant's request and for its account, and, unless otherwise specifically provided in any Loan Document, at your option. Applicant agrees that the terms and conditions in this Agreement shall apply to each Application and the Credit issued pursuant to each Application, and to transactions under each Application, each Credit and this Agreement.
Committed Line of Credit Note (Daily LIBOR) $6,500,000.00 December , 2012Committed Line of Credit Note • December 28th, 2012 • Miscor Group, Ltd. • Services-miscellaneous repair services
FOR VALUE RECEIVED, MISCOR GROUP, LTD. (the “Borrower”), with an address at 800 Nave Road, Southeast, Massillon, Ohio 44646, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 213 Market Avenue North, Suite 250, Canton, Ohio 44702, or at such other location as the Bank may designate from time to time, the principal sum of SIX MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($6,500,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTEGRATED ELECTRICAL SERVICES, INC., MISCOR GROUP, LTD. AND IES SUBSIDIARY HOLDINGS, INC. Dated as of March 13, 2013Merger Agreement • March 13th, 2013 • Miscor Group, Ltd. • Services-miscellaneous repair services • Delaware
This Agreement and Plan of Merger (as amended, supplemented or modified from time to time, this “Agreement”), dated as of March 13, 2013, is by and among Integrated Electrical Services, Inc., a Delaware corporation (“Parent”), IES Subsidiary Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and MISCOR Group, Ltd., an Indiana corporation (the “Company”).
Amended and Restated Registration Rights Agreement By and Between MISCOR Group, Ltd., Tontine Capital Partners, L.P. And Tontine Capital Overseas Master Fund, L.P. November 30, 2007Registration Rights Agreement • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Indiana
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2007, is entered into by and between MISCOR GROUP, LTD., an Indiana corporation (the “Company”), TONTINE CAPITAL PARTNERS, L.P., a Delaware limited partnership (“TCP” or a “Buyer”) and TONTINE CAPITAL OVERSEAS MASTER FUND, L.P., a Cayman Islands limited partnership (a“Buyer” and together with TCP, the“Buyers”).
Guaranty AgreementGuaranty Agreement • December 28th, 2012 • Miscor Group, Ltd. • Services-miscellaneous repair services
THIS GUARANTY AGREEMENT (this “Guaranty”) is made and entered into as of this day of December, 2012, by MAGNETECH INDUSTRIAL SERVICES, INC. (the “Guarantor”), with an address at 800 Nave Road, Southeast, Massillon, Ohio 44646, in consideration of the extension of credit by PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 213 Market Avenue North, Suite 250, Canton, Ohio 44702, to MISCOR GROUP, LTD. (the “Borrower”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
SUBORDINATION AGREEMENTSubordination Agreement • January 18th, 2008 • Miscor Group, Ltd. • Services-miscellaneous repair services • Wisconsin
This Subordination Agreement, dated as of January 14, 2008, is made by BDeWees, Inc., an Ohio corporation and XGen III, Ltd., an Ohio limited liability company (collectively, the “Subordinated Creditors”), for the benefit of Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit operating division (the “Lender”).
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
THIS COMMERCIAL SECURITY AGREEMENT dated November 30, 2007, is made and executed between 3-D SERVICE, LTD., an Ohio limited liability company with its principal place of business at 800 Nave Road, S.E., Massillon, Ohio 44646 (“Grantor”) and X GEN III, LTD., an Ohio limited liability company with its principal place of business at 3029 Prospect, Cleveland, Ohio 44115 (“Lender”).
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • January 18th, 2008 • Miscor Group, Ltd. • Services-miscellaneous repair services • Wisconsin
SECURITY AND PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. MAGNETECH INTEGRATED SERVICES CORP., MAGNETECH INDUSTRIAL SERVICES, INC., MARTELL ELECTRIC, LLC, and HK ENGINE COMPONENTS, LLC HK MACHINED PARTS, LLC HK WESTON PROPERTIES, LLC HK CAST PRODUCTS,...Security and Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • New York
This Security and Purchase Agreement is made as of August 24, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), Magnetech Integrated Services Corp., an Indiana corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”; the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
Borrowing Base RiderBorrowing Base Rider • December 28th, 2012 • Miscor Group, Ltd. • Services-miscellaneous repair services
THIS BORROWING BASE RIDER (“Rider”) is executed this day of December, 2012, by and between MISCOR GROUP, LTD. (the “Borrower”) with an address at 800 Nave Road, Southeast, Massillon, Ohio 44646, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 213 Market Avenue North, Suite 250, Canton, Ohio 44702. This Rider is incorporated into and made part of that certain Loan Agreement dated December , 2012, and promissory note dated December , 2012, and also into certain other financing documents and security agreements executed by and between the Borrower and the Bank (all such documents including this Rider are collectively referred to as the “Loan Documents”). All initially capitalized terms not otherwise defined in this Rider shall have the same meanings assigned to such terms in the other Loan Documents.
LOAN EXTENSION AND MODIFICATION AGREEMENTLoan Extension and Modification Agreement • December 6th, 2011 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
THIS AGREEMENT, (“Agreement”) made on November 30, 2011, at Canton, Ohio, by and among Magnetech Industrial Services, Inc. (“Magnetech”), an Indiana corporation, and MISCOR Group, Ltd. (“MISCOR”), an Indiana corporation, both with an address at 800 Nave Road, SE, Massillon, Ohio 44646 (collectively, “Borrowers”, and sometimes individually a “Borrower”) and XGen III, Ltd. (“Lender”), an Ohio limited liability company with an address at 3029 Prospect Avenue, Cleveland, Ohio 44115.
IRREVOCABLE PROXYIrrevocable Proxy • January 22nd, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services
All capitalized terms used but not defined in this Irrevocable Proxy shall have the meanings set forth in that certain Securities Purchase Agreement, of even date herewith (the “Purchase Agreement”), by and among MISCOR Group, Ltd. (the “Company”), Tontine Capital Partners, L.P. (“Tontine”), and Tontine Capital Overseas Master Fund, L.P. (“TCOMF” and together with Tontine, “Purchasers”).
MAGNETECH EMBRESCIA NON-COMPETE AGREEMENTNon-Compete Agreement • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
This Non-Compete Agreement (“Agreement”) is made and entered into this 30th day of November, 2007 (“Effective Date”), by and between Magnetech Industrial Services, Inc., an Indiana corporation (“Magnetech” or “Company”) and Thomas J. Embrescia (“Embrescia”).
MISCOR Mehlenbacher Non-Compete AgreementNon-Compete Agreement • January 23rd, 2008 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Non-Compete Agreement(“Agreement”) is made and entered into this 16th day of January, 2008 (“Effective Date”), by and between MISCOR Group, Ltd., an Indiana corporation (“MISCOR” or “Company”) and Lawrence Mehlenbacher (“Mehlenbacher”).
Loan AgreementLoan Agreement • December 28th, 2012 • Miscor Group, Ltd. • Services-miscellaneous repair services
THIS LOAN AGREEMENT (the “Agreement”), is entered into as of December , 2012, between MISCOR GROUP, LTD. (the “Borrower”), with an address at 800 Nave Road, Southeast, Massillon, Ohio 44646, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 213 Market Avenue North, Suite 250, Canton, Ohio 44702.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2013 • Miscor Group, Ltd. • Services-miscellaneous repair services • Delaware
This First Amendment to the Agreement and Plan of Merger (this “Amendment”) dated as of July 10, 2013 is by and among Integrated Electrical Services, Inc., a Delaware corporation (“Parent”), IES Subsidiary Holdings, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and MISCOR Group, Ltd., an Indiana corporation (the “Company”).
EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 22nd, 2010 • Miscor Group, Ltd. • Services-miscellaneous repair services
This EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”), dated December ____, 2010, is entered into by and among MISCOR GROUP, LTD., an Indiana corporation (“MISCOR”), MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“MIS”), and HK ENGINE COMPONENTS, LLC, an Indiana limited liability company (“HK” and together with MISCOR and MIS, the “Borrowers” and each a “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), acting through its Wells Fargo Business Credit operating division.
TENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • December 6th, 2011 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
This TENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”) dated November 30, 2011, is entered into by and among MISCOR GROUP, LTD., an Indiana corporation (“MISCOR”), MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“MIS”), and HK ENGINE COMPONENTS, LLC, an Indiana limited liability company (“HK” and together with MISCOR and MIS, the “Borrowers” and each a “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
GUARANTYGuaranty • November 1st, 2005 • Miscor Group, Ltd. • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Magnetech Integrated Services Corp., an Indiana corporation (the “Parent”), Magnetech Industrial Services, Inc., an Indiana corporation (“Magnetech Industrial”), Martell Electric, LLC, an Indiana limited liability company (“Martell”), and HK Engine Components, LLC, an Indiana limited liability company (“HK Engine” and together with the Parent, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (join
Mutual Services AgreementMutual Services Agreement • January 23rd, 2008 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Mutual Services Agreement (the “Agreement”) is made and entered into this 16th day of January, 2008, by and among American Motive Power, Inc., a Nevada Corporation (“AMP”), LMC Power Systems, Inc. (“LMC Power”), and LMC Industrial Contractors, Inc. (“LMC Industrial”) and, Dansville Properties, LLC (Dansville Properties). LMC Power and LMC Industrial and Dansville Properties are referred to herein collectively as the “LMC Companies,” and AMP, AMP’s Affiliates, LMC Power and LMC Industrial, and Dansville Properties, are referred to herein each as a “Party” and collectively as the “Parties.”
DeWees GuarantyContinuing Guaranty of Payment • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
Reimbursement Agreement for Commercial Letter(s) of CreditReimbursement Agreement for Commercial Letter(s) of Credit • December 28th, 2012 • Miscor Group, Ltd. • Services-miscellaneous repair services
THIS REIMBURSEMENT AGREEMENT FOR COMMERCIAL LETTER(S) OF CREDIT (this “Agreement”) is made as of this day of December, 2012, by MISCOR GROUP, LTD. (the “Applicant”), with an address at 800 Nave Road, Southeast, Massillon, Ohio 44646 in favor of PNC Bank, National Association (the “Bank”) and any Bank Affiliate (as hereinafter defined), with an address at 213 Market Avenue North, Suite 250, Canton, Ohio 44702. From time to time by submitting an application in a form approved by the Bank (an “Application”), the Applicant or any of its subsidiaries or affiliates may request the issuance of one or more letters of credit (each, a “Credit”). The Bank or any Bank Affiliate may issue any such Credit, but they shall have no obligation to do so unless otherwise agreed in writing. The Applicant agrees that the following terms and conditions shall apply to any Credit:
NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • July 6th, 2011 • Miscor Group, Ltd. • Services-miscellaneous repair services
This NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the “Amendment”) dated June 30, 2011, is entered into by and among MISCOR GROUP, LTD., an Indiana corporation (“MISCOR”), MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“MIS”), and HK ENGINE COMPONENTS, LLC, an Indiana limited liability company (“HK” and together with MISCOR and MIS, the “Borrowers” and each a “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
AMP Stock Purchase AgreementStock Purchase Agreement • January 23rd, 2008 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Stock Purchase Agreement (the “Agreement”) is made and entered into this 16thh day of January, 2008, by and among MISCOR Group, Ltd., an Indiana corporation (the “Purchaser”), and Lawrence Mehlenbacher (“Mehlenbacher”), Joseph Fearon (“Fearon”), Thomas Coll (“Coll”), Richard Rizzieri (“Rizzieri”), and Gary Walsh (“Walsh” and, collectively with Mehlenbacher, Fearon, Coll and Rizzieri, the “Shareholders”).
AMP Rail Services Canada Share and Debt Purchase AgreementShare and Debt Purchase Agreement • December 23rd, 2009 • Miscor Group, Ltd. • Services-miscellaneous repair services • Quebec
This Share and Debt Purchase Agreement (the “Agreement”) is made and entered into this 18th day of December, 2009, by and among 4107730 Canada Inc., a Canadian corporation doing business as Novatech Inc. (the “Purchaser”), and American Motive Power, Inc., a Nevada corporation, referred to herein as “Vendor” and, together with the Purchaser, the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 1st, 2005 • Miscor Group, Ltd. • Ohio
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of this 2nd day of February, 2002, by and between Magnetech Industrial Services, Inc. a [corporation] (“Buyer”), and Glenn C. Pollack (“Trustee”) solely in his capacity as Chapter 11 Trustee for and on behalf of Grand Eagle, Inc., a Delaware corporation, Grand Eagle Services, Inc., a Delaware corporation, Grand Eagle Distribution, Inc., a Delaware corporation, Grand Eagle Services North America, Inc., a Georgia corporation, North American Coil Corporation, a Delaware corporation, and Ohio Transformer, Inc., an Ohio corporation, debtors (collectively, the “Sellers”).
FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVER OF DEFAULTSCredit and Security Agreement • April 15th, 2009 • Miscor Group, Ltd. • Services-miscellaneous repair services
THIS FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVER OF DEFAULTS (the “Amendment”), dated April 14, 2009, is entered into by and among MISCOR GROUP, LTD., an Indiana corporation (“MISCOR”), MAGNETECH INDUSTRIAL SERVICES, INC., an Indiana corporation (“MIS”), MARTELL ELECTRIC, LLC, an Indiana limited liability company (“Martell”), HK ENGINE COMPONENTS, LLC, an Indiana limited liability company (“HK”), IDEAL CONSOLIDATED, INC., an Indiana corporation (“Ideal”), 3-D SERVICE, LTD., an Ohio limited liability company (“3D”), and AMERICAN MOTIVE POWER, INC., a Nevada corporation (“AMP” and together with MISCOR, MIS, Martell, HK, Ideal and 3D, the “Borrowers” and each a “Borrower”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
AMP Stock Purchase AgreementStock Purchase Agreement • March 15th, 2010 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This Stock Purchase Agreement (the “Agreement”) is made and entered into this ___ day of March, 2010, by and among LMC Transport, LLC, a New York limited liability company with offices at 2060 Lakeville Road, Avon, New York 14414. (the “Purchaser”), and MISCOR Group, Ltd., an Indiana corporation with offices at 1125 South Walnut Street, South Bend, Indiana 46619 (“Shareholder”).
AGREEMENTRegistration Rights Agreement • August 31st, 2006 • Miscor Group, Ltd. • Services-miscellaneous repair services • New York
This AGREEMENT (this “Agreement”), dated as of August 30, 2006, is entered into by and among MISCOR GROUP, LTD. (formally known as Magnetech Integrated Services Corp.), an Indiana corporation (the "Company"), each subsidiary of the Company set forth on Schedule A hereto (the Company and each such subsidiary of the Company, collectively, the “Credit Parties” and each, a “Credit Party”) and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of that certain Registration Rights Agreement, dated as of May 31, 2006, between the Company and Laurus (as amended, modified or supplemented from time to time, the “Registration Rights Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Security and Purchase Agreement, dated as of May 31, 2006 (as amended, modified or supplemented from time to time, the “Security Agreement”), by and among the Credit Parties and Laurus.
