AGREEMENT
Exhibit
10.1
This
AGREEMENT (this “Agreement”),
dated
as of July 14, 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 Security and Purchase
Agreement, dated as of August 24, 2005 (as amended, modified or supplemented
from time to time, the “Security
Agreement”),
by
and among the Credit Parties, certain former indirect subsidiaries of the
Company, and Laurus. Capitalized terms used herein without definition shall
have
the meanings ascribed to such terms in the Security Agreement.
1. Section
19(r) of the Security Agreement is hereby amended in its entirety to read
as
follows:
“(r) The
Parent’s failure to cause the Common Stock to be quoted or listed, as
applicable, on a Principal Market on or before August 31, 2006.”
2. Each
agreement set forth herein shall be effective as of the date hereof following
the execution and delivery of same by each Credit Party and Laurus.
3. Except
as
specifically set forth in this Agreement, there are no other amendments,
modifications or supplementations to the Security Agreement or any Ancillary
Agreement, and all of the other forms, terms and provisions of the Security
Agreement and the Ancillary Agreements remain in full force and
effect.
4. Each
Credit Party hereby represents and warrants to Laurus that as of the date
of the
Security Agreement all representations and warranties made by such Credit
Party
in connection with the Security Agreement and the Ancillary Agreements were
true, correct and complete as of that date (except that the Common Stock
of the
Company was no par value rather than $0.01 per share), and all of such Credit
Parties’ covenant requirements under the Security Agreement and Ancillary
Agreements that are required to have been met on or before the date of this
Agreement have been met or waived in writing by Laurus.
5. This
Agreement shall be binding upon the parties hereto and their respective
successors and permitted assigns and shall inure to the benefit of and be
enforceable by each of the parties hereto and its successors and permitted
assigns. THIS
AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY THE
LAW
OF THE STATE OF NEW YORK.
This
Agreement may be executed in any number of counterparts, each of which
shall be
an original, but all of which shall constitute one instrument.
[Remainder
of page intentionally left blank]
Each
Credit Party and Laurus have caused this Agreement to be signed in their
respective names effective as of July 14, 2006.
MISCOR
GROUP, LTD. (formally known as MAGNETECH INTEGRATED SERVICES
CORP.)
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By:
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/s/
Xxxx X. Xxxxxxx
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Name:
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Xxxx
X. Xxxxxxx
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Title:
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President
& CEO
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MAGNETECH
INDUSTRIAL SERVICES, INC.
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By:
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/s/
Xxxx X. Xxxxxxx
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Name:
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Xxxx
X. Xxxxxxx
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Title:
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President
& CEO
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XXXXXXX
ELECTRIC, LLC
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By:
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/s/
Xxxx X. Xxxxxxx
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Name:
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Xxxx
X. Xxxxxxx
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Title:
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President
& CEO
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HK
ENGINE COMPONENTS, LLC
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By:
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/s/
Xxxx X. Xxxxxxx
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Name:
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Xxxx
X. Xxxxxxx
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Title:
|
President
& CEO
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LAURUS
MASTER FUND, LTD.
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By:
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/s/
Xxxxx Grin
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Name:
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Xxxxx
Grin
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Title:
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Partner
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Schedule
A
Subsidiaries
of Company
Magnetech
Industrial
Services, Inc., an Indiana corporation
Xxxxxxx
Electric,
LLC, an Indiana limited liability company
HK
Engine Components,
LLC, an Indiana limited liability company