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”).
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”).
DeWees GuarantyDewees Guaranty • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
MAGNETECH EMBRESCIA NON-COMPETE AGREEMENTMagnetech Embrescia Non-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”).
ContractMembership Interest Purchase Agreement • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
This 3-D Membership Interest Purchase Agreement (the “Agreement”) is made and entered into this 30th day of November, 2007, by and among Magnetech Industrial Services, Inc., an Indiana corporation (“Magnetech” or “Purchaser”), BDeWees, Inc., an Ohio corporation wholly owned by Mr. Bernard L. DeWees (“BDeWees”); and XGen III, Ltd., an Ohio limited liability company owned 90% by XGEN Ltd. and 10% by Venture Equity & Derivative Investment, LLC (“XGen”).
Magnetech DeWees Non-Compete AgreementMagnetech Dewees Non-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 Bernard L. DeWees (“DeWees”).
LEASE BETWEEN 3D3E LTD. LANDLORD AND TENANT AND GUARANTY OF MISCOR GROUP, LTD.Lease • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
THIS LEASE, made and entered into at Massillon, Ohio, this 30th day of November 2007, by and between the 3D3E LTD., an Ohio Limited Liability Company, ("Landlord") and 3-D SERVICE, LTD, an Ohio Corporation ("Tenant").
RESTATED IRREVOCABLE PROXYPurchase Agreement • December 5th, 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, the “Purchasers”).
EMBRESCIA GUARANTYEmbrescia Guaranty • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Ohio
This Continuing Guaranty of Payment (“Guaranty”) is made and delivered this 30th day of November, 2007, by Thomas J. Embrescia (“Embrescia”).
Securities Purchase Agreement By and Among Tontine Capital Partners, L.P., Tontine Capital Overseas Master Fund, L.P. and Miscor Group, Ltd. November 30, 2007Securities Purchase Agreement • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Indiana
AMENDMENT TO CONVERSION OPTIONConversion Option • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services
This Amendment to Conversion Option (“Amendment”) is made as of November 28, 2007 (the “Effective Date”) by MISCOR Group, Ltd. f/k/a Magnetech Integrated Services Corp., an Indiana corporation (“Parent”), Magnetech Industrial Services, Inc., an Indiana corporation and wholly owned subsidiary of Parent (“Company”), and John A. Martell (“Lender”).
Magnetech DeWees Employment AgreementMagnetech Dewees Employment Agreement • December 5th, 2007 • Miscor Group, Ltd. • Services-miscellaneous repair services • Indiana
This Employment Agreement (the “Agreement”) is made and entered into this 30th day of November, 2007, by and between Magnetech Industrial Services, Inc., an Indiana corporation (“Magnetech” or “Company”) and Bernard L. DeWees (“DeWees” or “Employee”).
